Western Metal Materials Co.Ltd(002149)
Internal control assurance report
Xihuiqi Zi (2022) No. 0132
catalogue
1、 Internal control assurance report (1-2) II. Self evaluation report on internal control in 2021…….. (3-11) III. copy of certificate
(I) certified public accountant qualification certificate
(II) business license of accounting firm
(III) practice certificate of accounting firm
Sigma Certified Public Accountants (special general partnership) x i g e Ma c p a s (s P E C I a L G E n e r a l p a r t n e r s h i p)
Xihuiqi Zi (2022) No. 0132
Internal control assurance report
Western Metal Materials Co.Ltd(002149) all shareholders:
According to the regulations of the Ministry of Finance and accounting (hereinafter referred to as the “internal control report”) issued by the Ministry of Finance and accounting on December 31, 2008, the company has accepted the verification of the effectiveness of the company’s internal control.
1、 Management’s responsibility for internal control
In accordance with the basic norms of enterprise internal control issued by the Ministry of Finance and relevant specific norms and relevant laws and regulations
Regulations, design, implement and maintain the effectiveness of internal control, and on December 31, 2021 and finance
It is the responsibility of the management of your company to identify the effectiveness of internal control related to financial statements and be responsible for the above identification.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express assurance opinions on the effectiveness of internal control based on the implementation of assurance work. We carry 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 abide by the code of professional ethics for Chinese certified public accountants, plan and implement the assurance work, so as to obtain reasonable assurance about whether the information of the assurance object is free from material misstatement.
In the assurance process, we have implemented the understanding of internal control, assessed the risks of major defects, tested and evaluated the rationality of internal control design and effectiveness of operation according to the assessed risks, and other necessary procedures we think.
We believe that the evidence we have obtained is sufficient and appropriate, which provides a basis for issuing assurance opinions.
3、 Inherent limitations of internal control
Internal control has inherent limitations, and there is the possibility of undetected misstatement due to error or fraud. In addition, due to the change of circumstances, the internal control may become inappropriate, or the degree of 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 conclusion
We believe that your company has maintained effective internal control related to the preparation of financial statements in all major aspects on December 31, 2021 in accordance with the basic norms of enterprise internal control and relevant specific norms issued by the Ministry of finance.
This conclusion is formed under the inherent limitations pointed out in the assurance report.
5、 Restrictions on report users and purposes
This assurance report is only for the disclosure of your annual report and shall not be used for any other purpose. We agree that this assurance report, as a necessary document of your company’s annual report, shall be submitted together with other documents and disclosed to the public.
Sigmar Certified Public Accountants (special general partnership) Chinese certified public accountant:
Chinese certified public accountant in Xi’an, China:
April 12, 2022
Western Metal Materials Co.Ltd(002149)
Self evaluation report on internal control in 2021
According to the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the internal control of listed companies, in order to further strengthen and standardize the internal control of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as the company) and improve the management level and risk prevention ability of the company, the rationality, integrity and implementation effectiveness of the company’s internal control were comprehensively evaluated. The establishment, improvement and implementation of internal control in 2021 are reported as follows:
1、 Statement of the board of directors on the authenticity of the internal control report
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, 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 to achieve 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、 Overall situation of internal control evaluation
(I) internal control basis
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.
(II) 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 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.
3、 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.
(I) 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.
(II) 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.
(III) 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
