Internal control assurance report
Dahuhezi [2022] No. 004887
Dahua Certified Public Accountants (special general partnership)
DaHuaCertifiedPublicAccountants（SpecialGeneralPartnership）
Internal control assurance report
(as of December 31, 2021)
Table of contents page 1, internal control assurance report 1-2, II, Nanjing Baose Co.Ltd(300402) internal control evaluation report 1-17
Dahua Certified Public Accountants (special general partnership) 12 / F, building 7, No. 16 courtyard, Middle West Fourth Ring Road, Haidian District, Beijing [100039] Tel: 86 (10) 58350011 Fax: 86 (10) 58350006 www.dahua-cpa com. Internal control assurance report
Dahuhezi [2022] No. 004887 Nanjing Baose Co.Ltd(300402) all shareholders:
We have accepted the entrustment to verify the confirmation of the effectiveness of internal control related to the financial statements on December 31, 2021 involved in the attached internal control evaluation report prepared by the management of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as Nanjing baose).
1、 Responsibilities of management
The responsibility of the management of Nanjing baose is to establish and improve the internal control and maintain its effectiveness in accordance with the basic norms of enterprise internal control and relevant regulations, and ensure that the internal control evaluation report truly and completely reflects the internal control related to the financial statements of Nanjing baose on December 31, 2021.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express assurance opinions on the effectiveness of internal control related to the financial statements of Nanjing baose as of December 31, 2021. 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 perform assurance work to obtain reasonable assurance about whether Nanjing baose has maintained effective internal control related to financial statements in all material aspects. In the process of assurance, we have implemented, including understanding, testing and evaluating the integrity, rationality and implementation of the internal control system design related to the financial statements
Dahuhezi [2022] 004887 internal control assurance report
And other procedures we consider necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
3、 Inherent limitations of internal control
Internal control has inherent limitations, and there is the possibility of misstatement and undetected due to error or fraud. In addition, due to the change of circumstances, the internal control may become inappropriate, or the compliance with control policies and procedures may be reduced. According to the internal control evaluation results, it is speculated that there are certain risks in the effectiveness of internal control in the future.
4、 Assurance opinion
In our opinion, Nanjing baose maintained effective internal control related to the financial statements in all major aspects on December 31, 2021 in accordance with the basic norms of enterprise internal control and relevant regulations.
5、 Restrictions on the users and purposes of the report
This report is only for use when Nanjing baose discloses its annual report and shall not be used for any other purpose. The consequences caused by improper use have nothing to do with the certified public accountants and accounting firms performing the business. We agree that this report, as a necessary document of Nanjing baose 2021 annual report, should be submitted together with other materials and disclosed to the public. Dahua Certified Public Accountants (special general partnership) Chinese certified public accountant:
Zhang Lifang, Beijing, China Certified Public Accountant:
He aiya’s internal control self-evaluation report on March 30, 2002
Nanjing Baose Co.Ltd(300402)
Self evaluation report on internal control in 2021
Nanjing Baose Co.Ltd(300402) all shareholders:
In order to strengthen and standardize the internal control of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”), improve the operation and management level and risk prevention ability of the company, promote the sustainable development of the company, and safeguard the legitimate rights and interests of all shareholders and stakeholders, according to the provisions of the basic norms for enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, On the basis of daily and special supervision of internal control, the board of directors evaluated the effectiveness of the company’s internal control as of December 31, 2021 (benchmark date of internal control evaluation report).
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 senior management is responsible for the daily operation control of the enterprise. 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、 Internal control evaluation conclusion
According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
Internal control self evaluation report
3、 Objectives and principles for the company to establish internal control system
(I) objectives of internal control system
1. Establish and improve the internal governance and organizational structure, form a scientific decision-making, implementation and supervision mechanism, and ensure the realization of the company’s operation and management objectives and the orderly conduct of business activities.
2. The risk management system of the company shall be established to protect the rights and interests of investors in a healthy and orderly manner, and the risk management system shall be strengthened to ensure the healthy operation of the company.
3. Standardize the accounting behavior of the company and ensure the authenticity and integrity of accounting materials.
4. Establish a good internal control environment, plug loopholes, eliminate hidden dangers, prevent and timely detect and correct errors and fraud, and protect the safety and integrity of the company’s assets.
5. Ensure the implementation of relevant national laws and regulations and the company’s internal rules and regulations.
(II) basic principles for establishing internal control system
1. Principle of legality: internal control shall comply with the provisions of laws and administrative regulations, the regulatory requirements of relevant government regulatory departments and the actual situation of the company.
2. Principle of comprehensiveness: internal control covers all economic businesses and relevant posts of the company, and is implemented to decision-making, implementation, supervision, feedback and other links according to the key control points in the process of business processing. Internal control restricts all personnel within the company, and no individual shall have the power to go beyond internal control.
3. Principle of checks and balances: internal control ensures the reasonable setting of internal institutions and positions and the reasonable division of responsibilities and authorities, adheres to the separation of incompatible positions, and ensures that different institutions and positions have clear rights and responsibilities, restrict and supervise each other.
4. Cost benefit principle: internal control follows the cost benefit principle to achieve the best control effect with reasonable cost control.
5. Principle of appropriateness: the internal control is constantly revised and improved with the change of the external environment, the adjustment of the company’s business functions and the improvement of management requirements.
6. Principle of importance: internal control should pay attention to important business matters and high-risk areas on the basis of comprehensive control.
4、 Internal control evaluation
With the continuous efforts of the board of directors, the management and all employees, the company has established a relatively complete and effective internal control system, which provides a reasonable guarantee for the legal compliance of the company’s operation and management, asset safety, the authenticity and integrity of financial reports and relevant information, improves the operation efficiency and effect, and promotes the realization of the company’s development strategy.
Internal control self evaluation report
(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 evaluation scope are all departments and subsidiaries of the company. The total assets of the units included in the evaluation scope account for 100% of the total assets in the company’s financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company’s financial statements.
The items included in the evaluation scope include: internal environment, risk assessment, control activities, information and communication, and internal supervision. The main businesses included in the evaluation scope include: capital, sales and collection, procurement and payment, production quality, inventory, fixed assets, investment, related party transactions, external guarantee, fund-raising, information disclosure and anti fraud. The high-risk areas of focus mainly include fund management, procurement business, sales business, production quality, etc.
The above units, matters, businesses and high-risk areas included in the evaluation scope cover the main aspects of the company’s operation and management, and there are no major omissions.
(II) construction and implementation of the company’s internal control
1. Internal environment
(1) Corporate governance structure
In accordance with the requirements of the company law, the securities law, the articles of association of the Communist Party of China and other laws, administrative regulations and departmental rules, the company has established a corporate governance structure composed of the general meeting of shareholders, the Party committee, the board of directors, the board of supervisors and the management, forming a scientific decision-making mechanism, implementation mechanism and supervision mechanism. Combined with the actual situation of the company, the company has formulated the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the Party committee, rules of procedure of the board of directors, rules of procedure of the board of supervisors, rules of procedure of the general manager and other rules and regulations, and defined the responsibilities, authorities and working procedures of the general meeting of shareholders, the Party committee, the board of directors, the board of supervisors and the management of the company.
In accordance with the provisions of the articles of association, the Party committee of the company gives full play to its role as the leading core and political core in guiding the direction, managing the overall situation and ensuring the implementation. In accordance with the measures for the implementation of the decision-making system for “three important and one major” matters and the rules of procedure of the Party committee, As well as the list of matters to be studied and decided by the Party committee, the list of matters to be studied and discussed by the Party committee in advance, and the list of matters not to be studied and discussed by the Party committee in advance, perform relevant decision-making or pre discussion procedures for the “three important and one large” matters of the company.
The general meeting of shareholders, the board of directors and the board of supervisors exercise decision-making power, executive power and supervision power respectively according to their duties. The general meeting of shareholders is the highest authority of the company and exercises the voting rights on major matters such as the company’s business policy, financing, investment and profit distribution according to law. The rules of procedure of the general meeting of shareholders formulated by the company have made clear provisions on the functions and powers, convening, meeting proposals and notices, procedures and resolutions of the general meeting of shareholders, so as to ensure the standardized operation of the general meeting of shareholders of the company.
Internal control self evaluation report
The board of directors is responsible for implementing the decisions made by the general meeting of shareholders, exercising the company’s business decision-making power according to law, and reporting to the general meeting of shareholders. In accordance with the requirements of the guidelines for self regulation of companies listed on the gem of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the board of directors has four special committees: audit, strategy, nomination, remuneration and assessment. The chairman of the strategy committee is the chairman, and the directors of other special committees are independent directors. The special committees are in strict accordance with relevant laws Regulations and rules of procedure of special committees and other systems perform their duties, which provides an important basis for the scientific decision-making of the board of directors. The board of directors has a special office of the board of directors, and the Secretary of the board of directors is responsible for handling the daily affairs and information disclosure of the board of directors, as well as leading the office of the board of directors to handle other daily affairs.
The board of supervisors is the supervisory body of the company and is responsible for and reports to the general meeting of shareholders. Board of supervisors
