Shenzhen Cotran New Material Co.Ltd(300731)
Internal control assurance report
Content page
1、 Internal control assurance report 1-2 II. Internal control evaluation report 3-9 III. copy of the business license of the exchange IV. copy of the practice certificate of the exchange
Notary Tianye Certified Public Accountants (special general partnership)
Gongzheng Tianye Certified Public Accountants, SGP
Wuxi.jiangsu.china, Jiangsu, Wuxi, China
Switchboard: 86 (510) 68798988 Tel: 86 (510) 68798988
Fax: 86 (510) 68567788 Fax: 86 (510) 68567788
Email: [email protected]. E-mail： [email protected].
Internal control assurance report
Sugong w [2022] e1133 Shenzhen Cotran New Material Co.Ltd(300731) all shareholders:
We have been entrusted to verify the effectiveness of internal control over financial reporting on December 31, 2021 involved in the self-evaluation report on internal control of the board of directors of Shenzhen Cotran New Material Co.Ltd(300731) company (hereinafter referred to as Shenzhen Cotran New Material Co.Ltd(300731) company).
1、 Responsibilities of the board of directors for internal control
The board of directors of Shenzhen Cotran New Material Co.Ltd(300731) company is responsible for establishing, improving and effectively implementing internal control and evaluating its effectiveness in accordance with the provisions of the basic norms of enterprise internal control.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express assurance opinions on the effectiveness of internal control over financial reporting based on the implementation of assurance work. We have carried out the assurance work 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 the information of the assurance object is free from material misstatement. In the process of assurance, we have implemented other procedures including understanding, testing and evaluating the rationality of internal control design and the effectiveness of implementation, as well as other procedures we think 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 that misstatement can not be prevented and found. In addition, as changes in the situation 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 assurance results.
4、 Assurance opinion
We believe that Shenzhen Cotran New Material Co.Ltd(300731) company has maintained effective internal control over financial reporting in all major aspects on December 31, 2021 in accordance with the standards specified in the basic norms of enterprise internal control.
5、 Other instructions
This assurance report is only for the purpose of disclosure in the 2021 annual report of Shenzhen Cotran New Material Co.Ltd(300731) company, and shall not be used for any other purpose.
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Notarized Tianye certified public accountants, Chinese Certified Public Accountants:
(special general partnership) (project partner)
Chinese certified public accountant:
Wuxi, China April 8, 2022
Shenzhen Cotran New Material Co.Ltd(300731)
Self evaluation report on internal control in 2021
Shenzhen Cotran New Material Co.Ltd(300731) all shareholders:
In accordance with the basic norms of enterprise internal control and other provisions jointly issued by the Ministry of finance, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and other departments, as well as the relevant requirements of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and in combination with the internal control system and evaluation methods of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company” or “the company”), On the basis of daily and special supervision of internal control, we 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 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、 Conclusion on the effectiveness of internal control
According to the identification of internal control defects in the company’s financial report, no major defects and important defects in the internal control of the financial report were found on the benchmark date of the internal control evaluation report. 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. The board of Directors believes that the company has maintained effective internal control over financial reporting and non-financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
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.
1. Main units included in the scope of evaluation
On the benchmark date of internal control evaluation report (December 31, 2021), the company and its subsidiaries: Wuxi Kuncheng New Material Technology Co., Ltd., Jiangsu jinxinhui Offshore Engineering Technology Research Institute Co., Ltd., Shenzhen Yuanchuang Lexin heat dissipation Material Co., Ltd., Cotran International Co., limited, Cotran Latin americaltda, Wuxi Shenzhen Cotran New Material Co.Ltd(300731) Technology Co., Ltd., shuchuang communication (Shanghai) Co., Ltd Suzhou ruitaike heat dissipation technology Co., Ltd., Shenzhen hangchuang seal Co., Ltd., Huizhou hangchuang seal Co., Ltd., Wuhu hangchuangxiang Road Auto Parts Co., Ltd.
2. Main operations and matters included in the scope of evaluation
(1) Corporate governance and organizational structure
In strict accordance with the requirements of the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations, the company has established and improved the corporate governance structure, established a modern enterprise system, standardized the company’s operation, formulated or revised the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors and other rules and regulations, and formulated the decision-making methods for major matters. The perfect corporate governance structure ensures the standardized and efficient operation of the company and meets the normative requirements of the CSRC on corporate governance structure. At the same time, a series of internal management processes have been established, and the established systems and processes have been effectively implemented. The details of corporate governance are as follows:
Shareholders and general meeting of shareholders: the general meeting of shareholders is the highest authority of the company. The company holds the general meeting of shareholders in strict accordance with the requirements of the articles of association and the rules of procedure of the general meeting of shareholders to ensure that all shareholders enjoy equal status and can fully exercise their corresponding rights. An ordinary resolution made at the general meeting of shareholders shall be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders; A special resolution made at the general meeting of shareholders shall be adopted by more than two-thirds of the voting rights held by the shareholders (including their agents) attending the general meeting of shareholders. The company is independent of shareholders in terms of business, assets, personnel, institutions and finance, and fully protects the rights and interests of all shareholders. The general meeting of shareholders of the company also hired lawyers to attend and witness, and the operation is standardized.
Directors and the board of directors: the company elects directors in strict accordance with the relevant provisions of the company law and the articles of association. Independent directors account for more than one third of the total number of directors. The composition of the board of directors meets the requirements of laws, regulations and the articles of association. The board of directors of the company has four special committees: Audit Committee, strategy committee, salary and assessment committee and Nomination Committee. The board of directors of the company carries out its work in strict accordance with the articles of association and the rules of procedure of the board of directors.
Supervisors and board of supervisors: the company elects supervisors in strict accordance with the relevant provisions of the company law and the articles of association. The composition of the board of supervisors meets the requirements of laws, regulations and the articles of association. The board of supervisors of the company performed its duties in accordance with the requirements of laws and regulations and the articles of association, strengthened the supervision function of the company’s directors, senior managers and finance, and safeguarded the rights and interests of the company and all shareholders.
In order to effectively plan, coordinate and control business activities, the company has reasonably determined the form and nature of organizational units, implemented the principle of incompatibility and separation, scientifically divided the responsibilities and authorities within each organizational unit, and formed a mutual check and balance mechanism.
(2) Establishment of internal audit institutions
The Audit Department of the company is directly responsible to the audit committee of the board of directors. Under the guidance of the audit committee, the audit department independently exercises its audit functions and powers without interference from other departments and individuals. The audit department is equipped with full-time auditors to conduct internal audit on the operation and management, financial status and internal control implementation of the company and its subsidiaries, and make reasonable evaluation on the authenticity, rationality and legitimacy of its benefits.
(3) Corporate culture
Through years of development, the company has gradually built a set of corporate culture system covering values, codes of conduct and ethics, and formed the core corporate values of customer-centered, striver oriented, honest cooperation and professional innovation within the company. This innovative corporate culture has been recognized and accepted by all employees, and has been transformed into practical conscious action in practical work, Become the common values and code of conduct of all employees and the force to promote the development of the company.
(4) Human resources policy
The company regards human resource development as the fundamental development power of the company, attaches great importance to the construction of talent team, fully respects, understands and cares about employees, implements employees’ career planning, and shapes employees into professional talents through scientific training, and adheres to the common growth and development of the enterprise and employees.
The company implements the full staff labor contract system, formulates a systematic human resource management system, makes detailed provisions on personnel employment, employee training, salary, welfare guarantee, performance appraisal, internal transfer and job promotion, and establishes a perfect performance appraisal system.
(5) Fund management
The company has formulated rules and regulations such as monetary fund management system, financial management system and provisions on financial approval authority, established strict authorization and approval procedures for monetary revenue and expenditure and custody business, standardized the company’s accounting and financial management, and ensured the authenticity and reliability of financial information. Cashier, examination and approval and audit shall be performed by different posts to ensure the separation of incompatible posts, realize mutual restriction between posts, and strengthen the audit of fund receipt and payment to ensure the safety of monetary funds.
(6) Procurement and expense and payment activities
In order to standardize the procurement, expense reimbursement and payment activities, the company has formulated the financial management system, authorization management system, procurement management system and other relevant management systems, reasonably set up the institutions and posts of procurement and payment business, established and improved the control procedures of procurement and payment, and defined the responsibilities and approval authorities for purchase requisition, approval, procurement, acceptance, payment and other links, so as to achieve quality and price comparison procurement, The procurement decision-making is transparent, and a price supervision mechanism has been established to plug the loopholes in the procurement link as much as possible. The payment of accounts payable and prepayments by the company can only be made after the relevant procedures are completed. In terms of payment, try to make payment on a monthly basis as planned. In terms of payment method control, in addition to purchasing goods from individuals who cannot transfer and paying cash if the transfer amount is less than the starting point, the payment for goods is generally settled by bank transfer or bank acceptance bill. The finance department regularly checks the data with the procurement department to ensure the accuracy of accounts payable data.
The company has formulated budget and expense reimbursement management regulations, defined the authority of managers at all levels, timely and accurately reflected the company’s expense implementation through expense reimbursement implementation analysis, which ensures the normal operation of the company’s operation and management, and is conducive to the company’s achievement of business objectives and profit plans.
(7) Sales and collection activities
In order to promote the steady growth of the company’s sales, expand market share, standardize sales behavior and prevent sales risks, the company has formulated relevant management systems such as sales management measures and contract management system. According to the above system and in combination with the actual situation of the company, the company has formulated a more feasible sales policy, which clearly stipulates the pricing principles, credit standards and credit conditions, collection methods, responsibilities and authorities of sales personnel and other relevant contents. The company has standardized a series of work from accepting customer orders to arranging and organizing the source of goods, delivering goods, confirming revenue and managing accounts receivable. The company has assigned the responsibility of collection to the sales department, taking the recovery of sales payment as one of the main assessment indicators to ensure
