Yintai Gold Co.Ltd(000975) 2021 annual internal control evaluation report
April, 2002
Internal control evaluation report in 2021
Yintai Gold Co.Ltd(000975) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the enterprise internal control normative system), combined with the company’s (hereinafter referred to as the company’s) internal control system and evaluation methods, and on the basis of daily and special supervision of internal control, we evaluated the effectiveness of the company’s internal control on December 31, 2021 (the 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 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、 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.
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 evaluation scope include the company and its wholly-owned and holding subsidiaries. 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 and matters included in the evaluation focus on the five areas of internal environment, risk assessment, control activities, information and communication and internal supervision, including: organizational structure, foreign investment, development strategy, human resources, social responsibility, corporate culture, capital activities, procurement business, asset management, sales business, research and development, engineering projects, guarantee business, financial report, related party transactions, comprehensive budget Contract management.
When determining the scope of self-evaluation of internal control, the company fully considered the business and matters of the company’s headquarters and subsidiaries in strict accordance with the requirements of basic norms and evaluation guidelines, covering the main aspects of the company’s operation and management and risk response measures, without major omissions.
1. Organizational structure
In accordance with the company law, the securities law and other laws and regulations and the articles of association, the company has established an internal control organizational structure with the general meeting of shareholders as the power organ, the board of directors as the decision-making organ, the board of supervisors as the supervision organ and the management as the Executive organ, formulated the rules of procedure of the “three meetings” and the working rules of the general manager and other relevant rules and regulations, and defined each power organ, decision-making organ The responsibilities and authorities between the supervision organization and the management level form a scientific and effective check and balance mechanism.
2. Foreign investment
In accordance with the relevant provisions of laws and regulations and the articles of association, the company has formulated the investment management system, clearly divided the approval and decision-making authority of the general meeting of shareholders, the board of directors and the management on various investment matters, and standardized the investment scope, investment principle, capital source, investment management and information disclosure of various investment matters. At the same time, the company has formulated the management measures for dispatched directors, supervisors and senior managers to clarify the responsibilities, rights and obligations of the appointed personnel, strengthen the management of the subsidiaries by appointing directors, supervisors or chief financial officer of the holding subsidiaries, establish a normal work reporting system, and establish a special event reporting process for the major production and operation matters of the subsidiaries, so as to ensure the timely and effective transmission of information.
3. Development strategy
Based on the mining and exploration rights owned or controlled by the company, the company has strengthened the acquisition of resources and realized the development strategy of steady progress. Increase capital investment in the main mines that have been put into production, strengthen exploration, increase investment in mining system and beneficiation system, improve ore processing capacity, and lay a solid foundation for the strength and expansion of the company; Increase the investment in exploration for the exploration rights that have been actually controlled, increase the reserves of mineral resources for the sustainable development of the company, turn the exploration stage into the mining production stage as soon as possible, consolidate the advantages of existing resources and create more value for shareholders. At the same time, the company will make rational use of capital, technology and other advantages, continue to explore mineral resources projects in line with the company’s own characteristics, strengthen the acquisition of mineral resources, broaden project investment channels, expand non-ferrous metal varieties, and carry out various forms of cooperation with high-quality mines outside China through mergers, acquisitions and cooperation.
On September 14, 2021, the company acquired 60.00% equity of Mangshi Huasheng Gold Mine Development Co., Ltd. (hereinafter referred to as “Huasheng gold mine”) with its own capital of 1.037 billion yuan. The main asset of Huasheng gold mine is the mining right of Mangshi gold mine. After the completion of the acquisition, it has greatly improved the profitability of the company, expanded the industrial scale of the company, and opened a broad space for the sustainable development of the company.
4. Human resources
According to the relevant provisions of the labor law, the company has established human resource management systems such as salary management measures and performance appraisal management measures, and made detailed provisions on the company’s personnel management, including training management, recruitment management, salary management, file management and evaluation management, so as to provide a solid foundation for the sustainable development of the company.
5. Social responsibility
With the continuous expansion of the company’s business scope and industrial scale, the company pays more and more attention to the performance of social responsibility, adheres to the mutual coordination between enterprise development and social development, and continues to make efforts in employee development, public welfare, environmental protection, safety supervision, etc. especially while constantly creating wealth, the company tries its best to provide a good living environment for the residents around the mining area and fulfill more social responsibilities conducive to the lives of the surrounding residents. We will effectively coordinate economic and social benefits, short-term and long-term interests, and realize the healthy and harmonious development of enterprises and employees, enterprises and society, enterprises and the environment.
6. Corporate culture
The company takes “serving the society and rewarding shareholders” as its mission, takes being the “most dynamic enterprise” as its vision, establishes the values of “integrity awareness and contract spirit”, adheres to the business philosophy of “creating value for investors”, actively cultivates corporate culture, provides broad career development space and excellent growth environment for all kinds of talents, and strives to realize the synchronous development of employees and the company and create a harmonious atmosphere of the company, Enhance the cohesion and competitiveness of the enterprise and realize the sustainable and healthy development of the company.
7. Financial activities
The company has established strict authorization and approval procedures for the revenue and expenditure of monetary funds, including the separation of incompatible Posts handling monetary fund business, and the relationship of mutual restriction and supervision between relevant institutions and personnel. Focusing on business activities, the company raises and uses funds according to law and reasonably, effectively integrates the capital stock and improves the efficiency of capital use. The financial management system and other systems have been formulated to strictly control the capital activities of the company; For the management and use of raised funds, the company has formulated the management system of raised funds, which makes detailed and effective provisions on the storage, use and supervision of raised funds.
8. Procurement business
After the establishment of the purchase requisition, approval and payment management mechanism, and the establishment of a comprehensive supervision, approval and mutual restriction of the company’s business requirements, the procurement, purchase and payment management procedures have been established in accordance with the company’s business requirements, Regularly inspect and evaluate the procurement process, take effective control measures, form a scientific procurement management mode, reduce procurement costs and improve the economic benefits of enterprises. 9. Asset management
In order to improve the use efficiency of assets and ensure the safety of assets, the company has formulated the measures for the administration of investment in fixed assets (for Trial Implementation) and other relevant systems to clarify the control procedures for the purchase, use management, equipment maintenance and scrapping of fixed assets and intangible assets, clarify the responsibilities and authorities of relevant departments and positions, and realize the mutual restriction and supervision between positions; Regularly evaluate the investment and operation effect of fixed assets, promote the optimal allocation and use efficiency of assets, and improve the level of asset management. At the same time, corresponding provisions shall be made for inventory measurement, procurement, inbound and outbound management and inventory, so as to strengthen inventory accounting and management. Regularly count relevant assets to ensure that the financial asset information is complete and reliable.
10. Sales business
In order to promote the steady growth of enterprise sales and standardize sales behavior, the company has formulated a sales related management system to clarify the specific processes, responsibilities and approval authorities of product quality inspection, measurement, delivery, collection and other links. Regularly analyze the economic operation and the completion of objectives, pay attention to the internal and external environment, strengthen risk management, supervision and inspection, performance appraisal and other mechanisms, effectively reduce business risks, realize the benign development of the market, continuously improve the ability of sustainable development, and promote the realization of business objectives.
11. Research and development
In response to the implementation opinions on accelerating the construction of green mines jointly issued by the Ministry of land and resources, the Ministry of finance, the Ministry of environmental protection, the State Administration of quality supervision, inspection and quarantine, the China Banking and Insurance Regulatory Commission and the China Securities Regulatory Commission, the company requires all localities to refine the standards according to the actual situation and the requirements of green mine construction in various industries; Planning, design, construction and management in accordance with green mine standards; Establish the concept of green environmental protection exploration, vigorously develop and promote new green exploration technologies, strictly implement environmental protection measures for exploration and construction, and reduce the impact of geological exploration on the ecological environment; Strive to promote the innovation of technical system, industrial model, management mode and policy mechanism, and create a green mine with reasonable layout, intensive and efficient, excellent ecology and harmonious mining land.
12. Project
In order to strengthen project management, improve project quality, ensure project progress and control project cost, the company has formulated the general provisions of internal investment management measures to clarify the responsibilities and authorities of relevant departments and posts, so as to separate incompatible positions such as feasibility study and decision-making, budget preparation and review, project implementation and price payment, completion final accounts and audit, and standardize project budget, bidding, construction, supervision, acceptance Final accounts and other work processes. 13. Guarantee business
In accordance with the requirements of the company law and the notice on regulating the external guarantee behavior of listed companies issued by the CSRC, the company has formulated the external guarantee system to strengthen the internal control of the company, improve the pre evaluation, in-process monitoring, post recovery and disposal mechanism of the company’s guarantee matters, and prevent the potential debt repayment risk caused to the company due to the deterioration of the financial situation of the guaranteed as far as possible, Reasonably avoid and reduce possible losses.
14. Financial Report
The company has formulated the internal control system for financial reports to standardize the preparation and provision of financial reports, ensure that the information in the company’s financial reports is true, accurate, complete and timely, without omission and false statements, and meet the needs of report users; At the same time, the company has formulated the financial report management measures, which defines the time requirements and approval process for relevant units to submit financial statements and relevant data, so as to ensure the timeliness and accuracy of financial information summary and disclosure, so that the company’s financial department can complete the statement consolidation and business situation analysis, and provide the basis for the company’s external disclosure and management’s decision-making.
15. Related party transactions
The company has formulated the related party transaction management measures and other relevant systems, which stipulate the identification standards, transaction contents, principles, decision-making procedures and disclosure principles of related parties, so as to standardize corporate governance, ensure that the related party transactions between the company and related parties comply with the principles of fairness, impartiality and openness, and ensure that the related party transactions of the company do not damage the interests of the company and shareholders, especially the interests of minority shareholders.
16. Comprehensive budget
The company has formulated the budget management system, which defines the work processes and requirements of budget preparation, approval, implementation, adjustment and assessment, and carries out budget management for production, operation, investment, finance and other activities on an annual basis. The financial department organizes and prepares the company’s budget work, and comprehensively tracks and controls the budget implementation on a regular basis. Budget management runs through the operation and management activities of the company and its subsidiaries to effectively ensure the realization of the company’s strategic objectives.
17. Contract management
The company has formulated the contract management measures, which clearly regulates the signing, approval, performance and dispute handling of economic contracts, and strengthens the legal risk and performance risk. Regularly check and evaluate the weak links of contract management, take corresponding control measures to promote the effective performance of the contract and effectively safeguard the legitimate rights and interests of the company. 18. Internal information transmission
The company pays attention to strengthening the management of internal information, comprehensively combs the weak links in the process of internal information transmission, establishes a more scientific internal information transmission mechanism, and defines the content, confidentiality requirements, classification, transmission mode, transmission scope and responsibilities and authorities of management level of internal information transmission. According to the requirements of development strategy, risk control and performance assessment, scientifically standardize the index system of internal reports at different levels, and comprehensively reflect various internal and external information related to the company’s production and operation management by means of written forms and report documents; With the changes of environment and business, the index system of internal report is constantly revised and improved to promote the effective use of internal report and give full play to the role of internal report.
19. Information system
The company attaches importance to the construction of information system. According to the requirements of internal control, combined with organizational structure, business scope, geographical distribution, technical capacity and other factors, the company has established an information system planning scheme in line with the company’s business development strategy and integrated with business management activities, orderly organized the operation and maintenance of information system, and established and improved the control related to information system, Provide sufficient information resources and smooth communication channels for risk management.
