China Securities Tiantong Foshan Nationstar Optoelectronics Co.Ltd(002449) internal control assurance report
Foshan Nationstar Optoelectronics Co.Ltd(002449)
Internal control assurance report
catalogue
1、 Internal control assurance report 1 II. Internal control self-evaluation report of Foshan Nationstar Optoelectronics Co.Ltd(002449) 20213-9 Zhongzheng Tiantong Certified Public Accountants (special general partnership)
Beijing, China
China Securities Tiantong Foshan Nationstar Optoelectronics Co.Ltd(002449) internal control assurance report
Internal control assurance report
Zhong Zheng Tian Tong [2022] Zheng Shen Zi No. 0700002 Foshan Nationstar Optoelectronics Co.Ltd(002449) all shareholders:
We have verified the attached self-evaluation report on internal control related to the financial report prepared by the board of directors of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as ” Foshan Nationstar Optoelectronics Co.Ltd(002449) “) on December 31, 2021.
1、 Restrictions on report users and purposes
This assurance report is only for the purpose of disclosure of Foshan Nationstar Optoelectronics Co.Ltd(002449) annual report and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for Foshan Nationstar Optoelectronics Co.Ltd(002449) annual report and submit it together with other documents and disclose it to the public.
2、 Responsibility of enterprises for internal control
It is the responsibility of Foshan Nationstar Optoelectronics Co.Ltd(002449) board of directors to establish, improve and effectively implement internal control and evaluate its effectiveness in accordance with the requirements of the basic norms of enterprise internal control and relevant regulations issued by the finance.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to independently put forward assurance conclusions on the effectiveness of Foshan Nationstar Optoelectronics Co.Ltd(002449) financial reporting internal control based on the implementation of assurance work.
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance about whether the enterprise has maintained effective internal control related to financial reporting in all material aspects. In the process of assurance, we have implemented such procedures as understanding the internal control related to financial reporting, assessing the risks of major defects, testing and evaluating the effectiveness of the design and operation of internal control according to the assessed risks, and other procedures we deem necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
4、 Inherent limitations of internal control
Internal control has inherent limitations, and there is the possibility that misstatement can not be prevented and found. In addition, as changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control audit results.
5、 Assurance conclusion
We believe that Foshan Nationstar Optoelectronics Co.Ltd(002449) has maintained effective internal control over financial reporting in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations.
China Securities Tiantong Foshan Nationstar Optoelectronics Co.Ltd(002449) internal control assurance report
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Certified Public Accountants of China Securities Tiantong certified public accountants: Luo Dongri
(special general partnership) (project partner)
Chinese certified public accountant: Huang Li
Beijing, China March 22, 2002
Foshan Nationstar Optoelectronics Co.Ltd(002449)
Self evaluation report on internal control in 2021
Foshan Nationstar Optoelectronics Co.Ltd(002449) all shareholders:
In order to further strengthen and standardize the company’s internal control, improve the company’s operation and management level and risk prevention ability, promote the standardized operation and healthy development of the company, and safeguard the legitimate rights and interests of all shareholders and stakeholders, according to the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China, the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control and the guidelines for the evaluation of enterprise internal control The normative requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other documents (hereinafter referred to as the “enterprise internal control normative system”), in combination with the internal control system and evaluation methods of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as ” Foshan Nationstar Optoelectronics Co.Ltd(002449) ” or “the company”), on the basis of daily supervision and special supervision of internal control, and based on the principle of objectivity and prudence, We have evaluated the effectiveness of the company’s internal control as of December 31, 2021 (benchmark date of internal control evaluation report) as follows.
1、 Important statement
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report in accordance with the provisions of the enterprise’s internal control standard system. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. The company’s management is responsible for organizing and leading the daily operation of the enterprise’s internal control. The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the contents of the report.
The objective of the company’s internal control is to reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of development strategy. Due to the inherent limitations of internal control, it can only provide reasonable assurance for the realization of the above objectives. In addition, as changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control evaluation results.
2、 Basis of internal control evaluation, classification and identification standard of internal control defects
1. Evaluation basis
Guidelines on internal control of listed companies, guidelines on the application of internal control system of listed companies of Shenzhen Stock Exchange, guidelines on the internal control of listed companies and relevant internal control regulations of Shenzhen Stock Exchange.
The evaluation of internal control shall be carried out in strict accordance with the procedures of basic norms and evaluation guidelines. The management is responsible for the implementation of internal control self-assessment; The internal audit department of the company is independently responsible for the inspection and supervision of the self-assessment results of internal control.
2. Classification of internal control defects
(1) According to the essential classification of internal control defects, they are divided into design defects and operation defects.
Design defect means that the enterprise lacks the necessary control to achieve the control objectives, or the existing control is unreasonable and fails to meet the control objectives;
Operation defect refers to the design of reasonable and effective internal control, but it is not correctly implemented in operation.
(2) According to the severity of affecting the realization of the company’s internal control objectives, it can be divided into major defects, important defects and general defects. Major defect: the combination of one or more control defects may cause the company to seriously deviate from the control objectives.
Important defect: the combination of one or more control defects, whose severity is lower than that of major defects, but may still cause the company to deviate from the control objectives.
General defects: refer to other control defects except major defects and important defects.
(3) According to the specific forms that affect the objectives of internal control, internal control defects can be divided into financial reporting defects and non-financial reporting defects.
3. Identification standard of internal control defects
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company’s size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years. The identification standards of internal control defects determined by the company are as follows:
(1) Identification standard of internal control defects in financial reporting
The defects of internal control over financial reporting are divided into major defects, important defects and general defects.
a. The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
If the loss that may be caused or caused by the defect of internal control is related to the income statement, it shall be measured by the total profit index. If the amount of misstatement in the financial report caused by the defect alone or in combination with other defects is less than 5% of the total profit, it shall be recognized as a general defect; If the profit before tax exceeds 5% and less than 10%, it is recognized as an important defect; If it exceeds 10% of the pre tax profit, it is recognized as a major defect.
Losses that may be caused or caused by internal control defects related to asset management shall be measured by the total asset index. If the amount of financial report misstatement that may be caused by the defect alone or in combination with other defects is less than 0.5% of the total assets, it is recognized as a general defect; If it exceeds 0.5% of the total assets and is less than 1%, it is recognized as an important defect; If it exceeds 1% of the total assets, it is recognized as a major defect.
b. The qualitative evaluation criteria of the company’s internal financial control report are as follows:
Under the following circumstances (including but not limited to), it shall generally be recognized as a major defect in the internal control of financial reporting:
(a) It is found that directors, supervisors and senior managers have major fraud in the company’s management activities;
(b) The external audit found that there were significant misstatements in the current financial statements, but the internal control failed to find such misstatements in the operation process;
(c) The supervision of the company’s audit committee and internal audit institutions on internal control is invalid;
(d) Invalid control environment;
(e) Once the major defects found and reported to the management are not corrected within a reasonable time;
(f) Administrative penalties imposed by securities regulatory authorities due to accounting errors.
Signs of significant deficiencies in financial reports include:
(a) Failure to select and apply accounting policies in accordance with GAAP;
(b) Failure to establish anti fraud procedures and control measures;
(c) No corresponding control mechanism has been established or implemented for the financial treatment of unconventional or special transactions, and there is no corresponding supplementary control;
(d) There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the true and complete objectives;
General defects refer to other control defects other than the above major defects and important defects.
(2) Identification standard of internal control defects in non-financial reporting
The defects of internal control over non-financial reporting are also divided into three categories: major defects, important defects and general defects.
a. The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
If the loss that may be caused or caused by the defect of internal control is related to the income statement, it shall be measured by the total profit index. If the amount of misstatement in the financial report caused by the defect alone or in combination with other defects is less than 5% of the total profit, it shall be recognized as a general defect; If the profit before tax exceeds 5% and is less than 10%, it will be recognized as an important defect; If it exceeds 10% of the pre tax profit, it is recognized as a major defect.
Losses that may be caused or caused by internal control defects related to asset management shall be measured by the total asset index. If the amount of financial report misstatement that may be caused by the defect alone or in combination with other defects is less than 0.5% of the total assets, it is recognized as a general defect; If it exceeds 0.5% of the total assets and is less than 1%, it is recognized as an important defect; If it exceeds 1% of the total assets, it is recognized as a major defect.
b. The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Defects with the following characteristics are recognized as major defects:
(a) The company’s business activities seriously violate national laws and regulations;
(b) Unscientific decision-making procedures of the company lead to major mistakes;
(c) Major defects in the company’s internal control have not been rectified;
(d) Other situations that have a significant negative impact on the company.
Defects with the following characteristics are recognized as important defects:
(a) The company received punishment for violating national laws and regulations, but did not have a negative impact on the disclosure of the company’s periodic reports;
(b) General mistakes caused by the company’s decision-making procedures;
(c) Major defects in the company’s internal control have not been rectified;
(d) Other situations that have a great negative impact on the company.
General defects refer to other control defects other than the above major defects and important defects.
3、 Internal control evaluation
(I) evaluation scope of internal control
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. The main units included in the scope of evaluation include:
1 Foshan Nationstar Optoelectronics Co.Ltd(002449) ；
2. Foshan Guoxing Semiconductor Technology Co., Ltd. (hereinafter referred to as “Guoxing semiconductor”);
3. Foshan Guoxing Electronic Manufacturing Co., Ltd;
4. Nanyang Baoli Vanadium Industry Co., Ltd;
5. Foshan Nationstar Optoelectronics Co.Ltd(002449) (Germany) Co., Ltd;
6. Guangdong Xinli electronic information import and Export Co., Ltd;
The total assets of the units included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company’s consolidated financial statements; The main businesses included in the evaluation scope include: R & D, manufacturing and sales of optoelectronic semiconductor devices, optoelectronic display devices, LED display screens, optoelectronic semiconductor lighting lamps and lighting, semiconductor integrated circuits; Photoelectric module; Undertake photoelectric display engineering and photoelectric lighting engineering; Production, R & D and sales of LED epitaxial chips and chips; Technical R & D and technical consulting services of vanadium products; Self support and agency of import and export business of various commodities and technologies, processing with supplied materials and “three supplies and one compensation” business, foreign trade and entrepot trade, sales of chemical products, exhibition services, etc.
The main items included in the scope of evaluation include: organizational framework
