Ping An Securities Co., Ltd
About Western Metal Materials Co.Ltd(002149)
Verification opinions on self-evaluation report of internal control in 2021
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" or "sponsor") as the sponsor of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as " Western Metal Materials Co.Ltd(002149) ," company "or" listed company ") for non-public offering of shares in 2020, issued the following verification opinions on the self-evaluation report of internal control in Western Metal Materials Co.Ltd(002149) 2021: Western Metal Materials Co.Ltd(002149) basic information of internal control evaluation (I) overall situation of internal control evaluation
1. Basis of internal control evaluation
The company supervises and evaluates the establishment and implementation of the company's internal control system on the basis of daily and special supervision of internal control in combination with the company's internal control system in accordance with the basic norms of enterprise internal control and the guidelines for the evaluation of enterprise internal control.
2. Scope of internal control evaluation
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 units included in the scope of evaluation include all affiliated units and holding subsidiaries of the company, namely: Western Metal Materials Co.Ltd(002149) , Western Titanium Industry Co., Ltd., Xi'an Tianli metal composite material Co., Ltd., Xi'an noble rare and precious metal material Co., Ltd., Xi'an Younaite Container Manufacturing Co., Ltd., Xi'an ruifulai tungsten molybdenum Co., Ltd., Xi'an felte metal filter material Co., Ltd Xi'an Zhuangxin New Material Technology Co., Ltd., Xi'an Xicai Sanchuan Intelligent Manufacturing Co., Ltd. and Baoji Tianli metal composite 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 and matters included in the evaluation scope include all business links related to financial reports and information disclosure in the company's business activities: control environment, risk assessment, control activities, information and communication, internal supervision, etc. The high-risk areas of focus mainly include: subsidiary management, related party transaction management, external guarantee, raised funds management, major investment management, information disclosure management, production safety, budget management, financial reporting, etc.
The above companies, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the company's operation and management, and there are no major omissions
(II) main contents of the company's internal control
The company conducts internal control assessment on key elements of internal control at the company level (including control environment, risk assessment, control activities, information and communication and internal supervision) in accordance with the requirements of basic norms of enterprise internal control, guidelines for the application of enterprise internal control and guidelines for the evaluation of enterprise internal control.
The company conducts internal control assessment on key elements of internal control at the company level (including control environment, risk assessment, control activities, information and communication and internal supervision) in accordance with the requirements of basic norms of enterprise internal control, guidelines for the application of enterprise internal control and guidelines for the evaluation of enterprise internal control.
1. Control environment
(1) Corporate governance structure
The company has established the corporate governance structure of the general meeting of shareholders, the board of directors, the board of supervisors and the management, formulated the corresponding rules of procedure, clarified the responsibilities and authorities in decision-making, implementation and supervision, ensured the standardized operation of the general meeting of shareholders, the board of directors, the board of supervisors and other institutions, and safeguarded the interests of investors and the company. The general meeting of shareholders is the highest authority of the company. The company actively protects the legitimate rights and interests of all shareholders and ensures that all shareholders, especially small and medium-sized shareholders, enjoy equal status. The board of directors is the decision-making body of the company, which is responsible for establishing and improving the internal control system and supervising the implementation of the internal control system. The independent directors of the company have the necessary knowledge base to perform their duties, have the relevant qualifications of independent directors, and can perform the duties of independent directors in the decision-making of the board of directors, express objective and impartial independent opinions and play the role of independent directors.
The board of Directors consists of four professional committees: Strategy Committee, salary and assessment committee, nomination committee and audit committee. The board of supervisors is the supervisory body of the company. It exercises the supervisory function with a rigorous and responsible attitude, and effectively supervises and inspects the behavior of directors and senior managers and the financial situation of the company. The senior managers of the company are appointed by the board of directors. Under the leadership of the board of directors, they are fully responsible for the daily operation and management activities of the company and organize the implementation of the resolutions of the board of directors. The company's senior managers ensure the smooth development of the company's production and operation activities through commanding, coordinating, managing and supervising the production and operation management of functional departments and holding subsidiaries.
(2) Company organization
According to the industry characteristics and the principle of simplification and efficiency, the company establishes the company's organization. The Party committee consists of the Party committee office, the Party Committee Organization Department and the Discipline Inspection Commission Office. There are 11 functional management departments under the administration, including the company's office, securities law department, planning management department, science and technology management department, marketing department, finance department, human resources department, audit department, joint technology center, board office and project construction headquarters. Each department has a clear division of labor, takes its own responsibilities, cooperates, restricts and supervises each other, ensuring the healthy development of the company's production and business activities. (3) Human resource management
The company has formulated human resources policies conducive to the sustainable development of the enterprise, established and improved personnel management systems such as employee recruitment, training, assessment, reward and punishment, promotion and elimination according to laws and regulations, and formulated matching norms and processes in terms of employee recruitment, performance, salary, transfer and promotion, so as to protect the legitimate rights and interests of employees.
During the reporting period, the company continued to improve the talent structure, strengthen the construction and training of talent team, strengthen the introduction of high-level talents around the company's strategic objectives, improve the quality of reserved talents, and enhance the soft power of the company's development; Actively carry out the training of various talents, provide rich channels for employees' personal management and skill improvement, build a talent training platform, strengthen the training of young talents, help the sustainable development of the company, and continuously improve the support of human resources to the enterprise strategy.
(4) Enterprise culture construction
The company always adheres to the business purpose of "satisfying shareholders and making employees happy", adheres to the business philosophy of "leading science and technology, excellent quality, steady development and win-win cooperation", strives to realize the enterprise vision of "building a world leading rare metal material processing base", and focuses on the core values of "serving the national key strategic needs, promoting the sustainable development of the cause and creating a value promotion platform for the majority of employees", Build a unified " Western Metal Materials Co.Ltd(002149) " brand. The company pays attention to cultivating positive values and sense of social responsibility, advocates honesty and trustworthiness, love and dedication, pioneering and innovative spirit and teamwork spirit, establishes modern management concept, and strengthens risk awareness and legal concept.
The company pays attention to protecting the physical and mental health of employees and providing a good employment environment for employees.
(5) Social responsibility
The company pays attention to the realization of corporate social value and establishes a healthy and friendly relationship of mutual benefit, mutual trust and win-win cooperation with stakeholders through a multi-directional communication mechanism. While pursuing economic benefits, we should pay attention to environmental protection, energy conservation and consumption reduction, strengthen the safety production management system and operation specifications, actively assume social responsibilities and actively fulfill the responsibilities to shareholders, creditors, employees, customers, suppliers and other stakeholders. Actively accept the supervision and inspection of government departments and regulatory departments, and make the best contribution to social public welfare undertakings.
2. Risk assessment
According to the strategic objectives, development ideas and annual business plan, the company effectively identifies, measures, evaluates and monitors the possible business risks, financial risks, market risks, policies and regulations risks and moral risks in all links. By strengthening the management and control of major investment projects, actively implementing risk response measures, and comprehensively using risk avoidance, risk reduction, risk sharing and risk tolerance and other risk response strategies, we can effectively control risks. Continuously optimize internal control, improve the management system, ensure that business risks are known, preventable and controllable, and ensure the operation safety of the company.
During the reporting period, the company has always been guided by the national strategic layout and market demand, aimed at the company's high-quality development, seized the period of strategic opportunities, deeply implemented the innovation driven development strategy, continued to strengthen efforts to optimize the product structure and continuously improve the ability of scientific and technological innovation; Actively establish strategic cooperative relations with leading enterprises in the industry; Strictly manage accounts receivable and inventory to reduce enterprise risk.
3. Key control activities of the company
(1) Establish and improve the internal control system
In accordance with the provisions of the company law, the securities law and other relevant laws and regulations, the company has formulated a corporate governance system with the articles of association and the rules of procedure of the "three meetings" as the core. At the same time, the company has formulated a series of systems covering all business links such as procurement, production, technology research and development, fixed assets management and financial management. The company has formulated job descriptions for all posts, job contents, responsibilities, work authority Job requirements shall be clearly specified. During the reporting period, according to the needs of operation and management, the company improved the system construction, revised 12 systems and newly established 12 systems, continuously established and improved the internal control system and strengthened the internal control.
(2) Control over holding subsidiaries
Shareholding ratio of the company's holding subsidiaries:
No. subsidiary name registered capital (10000 yuan) equity ratio (%)
1 western Titanium Industry Co., Ltd. 2500088.3%
2 Xi'an Tianli metal composite Co., Ltd. 940051.31%
3 Xi'an noble rare metal materials Co., Ltd. 760060.00%
4 Xi'an felte metal filter material Co., Ltd. 534551.21%
5 Xi'an Younaite Container Manufacturing Co., Ltd. 500060.00%
6 Xi'an ruifulai tungsten molybdenum Co., Ltd. 500056.00%
No. subsidiary name registered capital (10000 yuan) equity ratio (%)
7 Xi'an Zhuangxin New Material Technology Co., Ltd. 500050.70%
8 Xi'an West material Sanchuan Intelligent Manufacturing Co., Ltd. Hubei Huitian New Materials Co.Ltd(300041) .19%
9 Baoji Tianli metal composite material Co., Ltd. 3 Tcl Technology Group Corporation(000100) %
The company implements group management and control of subsidiaries, integrates the strategies of subsidiaries into the overall strategy of the company, and formulates the management system of holding subsidiaries to clarify the property rights and interests and business responsibilities of the company and each holding subsidiary, so as to ensure the standardized, efficient and orderly operation of holding subsidiaries. Through the shareholders' meeting and the appointment of directors, supervisors and senior managers, the company uniformly assigns internal control indicators to the holding subsidiaries and carries out performance appraisal; At the same time, subsidiaries must implement various rules and regulations issued by the company and incorporate them into the unified management of the group in important control fields; In terms of production management, regularly hold business analysis meetings and special seminars on finance, administration and personnel, marketing and so on; Special analysis meetings of subsidiaries are held regularly or irregularly. The company's control of subsidiaries covers production and operation, technology research and development, financial status and other aspects, so as to ensure that the operation of subsidiaries is in line with the company's overall strategy and operation and management objectives, and realize effective management and control of holding subsidiaries.
(3) Internal control of related party transactions of the company
In accordance with relevant laws, administrative regulations, departmental rules, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, the company has clearly divided the approval authority of the general meeting of shareholders and the board of directors on related party transactions, stipulated the deliberation procedures and voting avoidance requirements of related party transactions, so as to ensure that there are rules to follow in the actual operation of related party transactions, prevent violations and protect investors to the greatest extent, Especially the legitimate rights and interests of small and medium-sized investors. During the reporting period, the estimated amount of daily connected transactions in 2021 was adjusted after deliberation and approval by the board of directors. When adjusting related party transactions, the principles of fairness, impartiality, voluntariness and good faith are followed. The transaction method conforms to the fair market pricing rules and relevant regulations, and there is no damage to the interests of the company and shareholders.
(4) Internal control of external guarantee of the company
According to the requirements of relevant laws and regulations, the company has formulated the external guarantee management system, which clearly stipulates the control requirements of guarantee business management principles, approval procedures, daily management and other links, and clearly stipulates the approval authority of the general meeting of shareholders and the board of directors on external guarantee matters and the accountability for violating the approval authority and review procedures, so as to ensure the effective implementation of the internal control of the company's external guarantee activities, Effectively controlled the risk of external guarantee and ensured the safety of the company's assets. The company's guarantee for subsidiaries belongs to the needs of the company's normal production and operation and rational utilization of funds, and the guarantee decision-making procedure is legal.
During the reporting period, the guarantee amount of the company to the holding subsidiaries was controlled within the financing guarantee amount approved by the 2020 annual general meeting of shareholders. The company had no external guarantee except for the holding subsidiaries.
