Guosen Securities Co.Ltd(002736)
About Guizhou Chanhen Chemical Corporation(002895)
Verification opinions on self-evaluation report of internal control in 2021
In accordance with 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, As the sponsor of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as " Guizhou Chanhen Chemical Corporation(002895) " or "the company") for non-public issuance of shares and convertible corporate bonds, Guosen Securities Co.Ltd(002736) (hereinafter referred to as "the sponsor") carefully checked the matters in the self-evaluation report on internal control of Guizhou Chanhen Chemical Corporation(002895) 2021. The details are as follows:
1、 Verification of recommendation institutions
The sponsor representative carefully reviewed the Guizhou Chanhen Chemical Corporation(002895) 2021 internal control self-evaluation report issued by Guizhou Chanhen Chemical Corporation(002895) and evaluated the integrity, rationality and effectiveness of its internal control and the authenticity of the Guizhou Chanhen Chemical Corporation(002895) 2021 internal control self-evaluation report from the aspects of Guizhou Chanhen Chemical Corporation(002895) internal control environment, internal control system construction and internal control implementation Objectivity was checked.
2、 Internal control evaluation of the company
(I) scope, procedure and method of internal control evaluation
Based on the basic norms of enterprise internal control and other laws and regulations, the company evaluates the internal control from the following five aspects by using the procedures and methods of inquiry, inspection, observation and re implementation of the company's institutions, departments, business segments and subsidiaries.
1. Internal environment
(1) Corporate governance and internal organizational structure
In strict accordance with the requirements of the company law, the securities law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, the company has formulated or revised the articles of association, 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, the working rules of the general manager and other rules and regulations, and clarified the responsibilities and authorities in decision-making, implementation and supervision, A scientific and effective division of responsibilities and check and balance mechanism have been formed. ① Shareholders and general meetings
The general meeting of shareholders is the 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 exercise their voting rights on major matters such as enterprise operation policy, financing, investment and profit distribution in accordance with the law. Resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions. Ordinary resolutions shall be adopted by more than 1 / 2 of the voting rights held by shareholders (including shareholders' agents) attending the general meeting of shareholders; A special resolution shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including their proxies) attending the general meeting of shareholders. The company has set up special institutions and personnel to contact shareholders, receive visits, disclose information and answer inquiries, so as to ensure that shareholders enjoy the right to know and participate in major matters of the company. The general meeting of shareholders of the company also employs lawyers to attend and witness, and the operation is standardized.
② Directors and board of directors
The company elects directors in strict accordance with the relevant provisions of the company law and the articles of association, of which independent directors account for no less than 1/3 of all 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: Strategy Committee, audit committee, nomination committee and salary and assessment committee. The members of the committee are all composed of directors. The division of labor among the special committees is clear, and the operation decision-making power of the company is exercised according to law.
③ 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. Supervisors are completely independent of directors, general managers and other senior managers. 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.
④ General manager and other senior managers
The general manager, deputy general manager, financial director and Secretary of the board of directors of the company shall be appointed by the board of directors. He has the duty of diligence to the company, can efficiently preside over the production, operation and management of the company, and timely sign written confirmation opinions on the company's regular reports, so as to ensure the authenticity, accuracy and integrity of the information disclosed by the company; And truthfully provide relevant information and materials to the board of supervisors to ensure that the board of supervisors and supervisors exercise their functions and powers.
⑤ Organizational structure of the company
According to the requirements of modern enterprise system, the company has established departments such as production department, property management department, ore supply and marketing department, quality control department, administration department, chief engineer office, Engineering Technology Research Institute, marketing center, finance department, safety and environmental protection department, procurement department, recycling Department, human Resources Department, securities department, information department, party work office, audit department, investment development department and new business center. All departments implement the principle of separation of incompatible positions, It scientifically divides the responsibilities and authorities within each organizational unit, forms a mutual check and balance mechanism, and cooperates to achieve organizational goals.
The company implements vertical management of its subordinate units, and manages the production and operation plan, fund scheduling, staffing, financial accounting, etc. of its holding subsidiaries through the general manager's office meeting.
(2) Human resources policy
The company has formulated and implemented human resources policies conducive to the sustainable development of the enterprise, including salary and welfare management system, social insurance and provident fund management measures, occupational health examination management measures, performance management system, training management system, vacation management system, student aid management system, personal house purchase loan management system and a series of internal systems, On the basis of protecting the legitimate rights and interests of employees, give more benefits, promote team building, enhance the recognition of the company, and ensure that employees earnestly perform their duties with higher professional ethics and professional competence.
(3) Legal construction
The company employs professional legal personnel to express professional opinions on all contracts and agreements of the company, and regularly carries out legal training for employees, which can avoid major legal disputes of the company to a certain extent.
2. Risk assessment
Since its establishment, the company has attached great importance to the assessment of risks, reported short-term risks through regular cost analysis meetings, regular production and operation meetings and regular meetings of the general manager's office, actively formulated response measures, conducted in-depth analysis of long-term risks and determined risk response methods. Adopt different coping strategies for internal or external risks, such as avoiding risks, reducing risks, transferring risks and accepting risks.
3. Control activities
Through the combination of manual control and automatic control, preventive control and discovery control, the company uses corresponding control measures to control the risk within the tolerance.
(1) Main control measures
The company's main control measures include: transaction authorization control, responsibility division control, voucher and record control, asset contact and record use control, budget and assessment control, production and operation decision control, etc.
① Transaction authorization control
According to the size and nature of the transaction, the company adopts different transaction authorization according to the articles of association and various management systems. For the expense reimbursement of frequent sales business, purchase business and normal business, the level by level authorization approval system of each unit and Department of the company shall be adopted; Non recurring business transactions, such as financing, foreign investment, stock issuance, asset restructuring, equity transfer, guarantee, related party transactions and other major transactions, shall be approved by the general manager, the board of directors and the general meeting of shareholders according to different transaction amounts.
② Responsibility division control
In order to prevent and timely detect errors and fraud in the implementation of assigned responsibilities, the company has formulated a series of detailed post responsibility division systems in all departments and links engaged in business activities: for example, separating cash cashier from accounting; Separate the authorization and approval of various transaction businesses from the specific handling personnel, etc.
③ Document and record control
In terms of obtaining and reviewing external vouchers, the company has established a relatively perfect mutual review system according to the division of responsibilities of various departments and posts, which effectively prevents unqualified vouchers from flowing into the enterprise. In the preparation and review of internal vouchers, vouchers are signed or sealed, and all vouchers have unique numbers. Important documents and important blank vouchers shall be kept by special personnel, and a registration book shall be set up to be recorded by special personnel. When executing the transaction, the operating personnel shall timely prepare vouchers to record the transaction, which shall be recorded into the corresponding account after being reviewed by a specially assigned person, and sent to the finance department. After registration and entry, the vouchers shall be filed in order.
④ Asset exposure and record use control
The company restricts the direct contact of unauthorized personnel with property, and adopts regular inventory, property records and account verification to ensure the safety and integrity of all kinds of property. The company has established a series of asset custody systems and accounting file custody systems, and equipped with necessary equipment and full-time personnel, so as to fundamentally ensure the safety and integrity of assets and records.
⑤ Budget and assessment control
The company implements comprehensive budget management. The budget plan is formulated by the board of directors and implemented after being reviewed and approved by the general meeting of shareholders. The finance department is specifically responsible for the tracking and management of the enterprise budget, supervising the implementation of the budget, analyzing the differences and reasons between the budget and the actual implementation, and putting forward opinions and suggestions for improving management. Production, procurement, property management, logistics, human resources, marketing and other functional departments are specifically responsible for the budget preparation, implementation, analysis and other work related to their business, and cooperate with the budget committee or the finance department to do a good job in the comprehensive balance, coordination, analysis, control and examination of the overall budget of the enterprise. The person in charge of each department shall participate in the work of the enterprise budget committee and bear the assessment responsibility for the budget implementation results of the Department.
⑥ Production and operation decision control
The organizational form of the company's production and operation decision-making is the production and operation decision-making committee, which is composed of the general manager, deputy general manager and other personnel, and is responsible for making major decisions on the three sections of the company's procurement, production and sales. The management level comprehensively uses the information of production, procurement, sales and finance, and regularly analyzes the production and operation situation through factor analysis, comparative analysis, trend analysis and other methods, finds out the existing problems, finds out the causes in time and formulates countermeasures or treatment plans.
(2) Key control activities
At present, the company's key business links include: use of raised funds, related party transactions, external guarantee, major investment, asset and construction in progress management, sales and collection, procurement and payment, cost management, bidding management, etc.
① Internal control over the use of raised funds
The company has formulated the management system of raised funds, which clearly stipulates the storage, use and supervision of raised funds, fully demonstrates the feasibility of the investment project with raised funds, is convinced that the investment project has good market prospect and profitability, effectively prevents investment risks, improves the use efficiency of raised funds and effectively protects the interests of investors.
② Internal control over related party transactions, external guarantees and major investments
In the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the management system of foreign investment, the management system of foreign guarantee and the management system of connected transactions, the company has stipulated the authority of foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management and connected transactions, and established strict review and decision-making procedures.
③ Internal control over asset and construction in progress management
The company has formulated a series of systems such as fixed assets system, project construction and repair management system, monetary fund management system, product management system compilation, inventory management system, raw material management system compilation and bank acceptance bill management system to control the key links such as acceptance, warehousing, receiving, issuing, storage and disposal of monetary funds and physical assets, and adopted the division of responsibilities Regular physical inventory, property records, account verification and other measures, regularly investigate the problems and potential losses in accounts receivable, fixed assets, projects under construction and other projects, irregularly evaluate the value of long-term equity investment and intangible assets, reasonably withdraw the provision for asset impairment according to the regulations formulated by the company, and estimate the loss, The basis for provision and the items to be written off shall be submitted for approval according to the specified procedures and approval authority.
④ Internal control over sales and collection
Through daily marketing activities, various mass media and market research, the marketing center widely collects supply and demand information in China and international markets, understands and grasps the sales price in China's international market, formulates practical sales plans according to the supply and demand relationship of different varieties in international and Chinese markets, and guides the company to adjust production and operation plans in time.
In order to standardize the marketing management, the company has formulated and timely revised the sales contract management measures, product credit management measures, product shipment management measures, business decision management measures, improper behavior management measures, accounts receivable management system and other measures to ensure the normal operation of the company's marketing.
The company regularly investigates the problems and potential losses of receivables, reasonably withdraws the provision for asset impairment in accordance with the provisions formulated by the company, and submits the estimated loss, the basis of provision and the items to be written off for approval in accordance with the specified procedures and approval authority.
⑤ Internal control over procurement and payment
In order to strengthen procurement management, the company has formulated the procurement management system to formulate measures for procurement plan management, procurement contract management, procurement payment and settlement, procurement material acceptance, supplier management expenses, low consumption material bidding management, procurement business summary and evaluation management, and implement management in accordance with the system in the procurement business to ensure the normal and orderly development of procurement work.
⑥ Internal control of costs
The company has formulated cost management system and expense management system to strictly review and control cost expenditure; Record and reflect costs and expenses in a timely and complete manner; Correctly calculate the product cost and period expense; Establish and improve the target cost management responsibility system of all staff; Strengthen the pre prediction, in-process control, post analysis and assessment of costs and expenses to comprehensively reflect the operating results; Provide reliable data and information for business decision-making; Continuously tap internal potential, save expenses, strive to reduce costs and improve economic benefits. The company implements comprehensive budget management, formulates the comprehensive budget management system, and strictly implements the company's annual budget, which can effectively improve the operation quality and control the operation and management risks of the enterprise.
⑦ Internal control of bidding management
The company has formulated the bidding management system, which defines the scope of bidding management in all links of purchasing goods, processing, repair and repair services, logistics and transportation services, construction services and other modern services, new projects or technological transformation projects in the process of production and operation, and has established a special organization with the general manager as the bidding team leader to conduct scientific and effective bidding management
