Minsheng Securities Co., Ltd
About Sunshine Global Circuits Co.Ltd(300739)
Verification opinions on self-evaluation report of internal control in 2021
Minsheng Securities Co., Ltd. (hereinafter referred to as “sponsor” and “Minsheng securities”) is a sponsor under the continuous supervision of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “company” or ” Sunshine Global Circuits Co.Ltd(300739) “), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the Listing Rules of Shenzhen Stock Exchange on the gem, the company’s self-evaluation report on internal control in 2021 was verified. The details are as follows:
1、 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 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 between the benchmark date of the self-evaluation report and the date of issuance of the evaluation report.
2、 Internal control evaluation
(I) evaluation scope of internal control
According to the risk oriented principle, the company determines the scope included in the evaluation, covering the main businesses and matters of the parent company and its subsidiaries and high-risk areas.
The main units included in the evaluation scope include: Sunshine Global Circuits Co.Ltd(300739) ; Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. Sunshine Global Circuits Co.Ltd(300739) (Hong Kong) Co., Ltd., Zhuhai Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. and Shenzhen Mingyang Xinrui Semiconductor Co., Ltd., four subsidiaries in total; Sunshine PCB GmbH, sunshinecircuits USA, LLC, two subsidiaries of Sunshine Global Circuits Co.Ltd(300739) (Hong Kong) Co., Ltd. The total assets 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: the company’s internal control (including internal environment, risk assessment and control activities) Main internal control systems of the company (including governance structure, organizational structure, human resource management, internal audit, corporate culture, control activities, major investment and financing management, monetary fund management, procurement and payment management, fixed assets management, financing management, sales and collection management, cost and expense control, external guarantee management, subsidiary management control, accounting system and financial report, risk management system, authorization management and raised funds management). The above units, 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) basis of internal control evaluation and identification standard of internal control defects
The internal control system of the company is based on the internal control system of the company.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company’s size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years.
The identification standards of internal control defects determined by the company are as follows:
1. Identification standard of internal control defects in financial reporting
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
(1) Qualitative criteria: ① abuse of power by directors, supervisors and senior managers, corruption, bribery, misappropriation of public funds and other fraudulent acts; ② The company corrects the reported or disclosed financial report due to major accounting errors in previous years; ③ The company’s Audit Committee (or similar institutions) and internal audit institutions have no effect on the supervision of internal control; ④ The supervision of the board of supervisors, the audit committee and the internal audit department on the company’s external financial report and internal control of financial report is invalid; ⑤ If the external auditor finds that there is a major misstatement in the current financial report and the internal control operation fails to find the misstatement, it is recognized as a major defect in the internal control of financial report.
(2) Quantitative standard: if the amount of misstatement (or omission) in the financial statements is greater than or equal to 5% of the total profits in the financial statements, it is recognized that there are major defects in the internal control of financial statements; The amount of misstatement (or omission) in the financial statements is greater than or equal to 3% of the total profits in the financial statements and less than 5% of the total profits in the financial statements, that is, it is recognized that there are important defects in the internal control of financial statements; If the amount of misstatement (or omission) in the financial statements is less than 3% of the total profit in the financial statements, it is considered that there are general defects in the internal control of financial reporting.
2. Identification standard of internal control defects in non-financial reporting
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
(1) Qualitative criteria: determined according to the nature and scope of its direct or potential negative impact. The following signs usually indicate that there may be major defects in the internal control of non-financial reporting: ① serious violations of laws and regulations; ② In addition to the reasons for policy losses, the enterprise has suffered losses for consecutive years and its sustainable operation has been challenged; ③ Lack of institutional control or systematic failure of important business; ④ The company’s managers have left one after another or the loss of key positions is serious.
(2) Quantitative standard: if the direct property loss caused by the internal control defect of non-financial report exceeds 0.5% of the net assets of the company’s consolidated statements, it is recognized that there is a major defect; The direct property loss caused by the internal control defect of non-financial report is less than or equal to 0.5% of the net assets in the company’s consolidated statements and greater than 0.3% of the net assets in the company’s consolidated statements, that is, it is deemed to have important defects; If the direct property loss caused by the internal control defect of non-financial report is less than or equal to 0.3% of the net assets in the company’s consolidated statements, it is deemed to have a general defect.
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reporting, the company has no major defects and important defects in internal control of financial reporting during the reporting period.
2. Identification and rectification of internal control defects in non-financial reports
According to the above identification standards of internal control defects in non-financial reports, the company has no major defects and important defects in internal control of non-financial reports during the reporting period.
To sum up, no major defects and important defects were found in this internal control evaluation.
During the reporting period, the company actively carried out rectification and implementation, and timely updated, optimized and supplemented the systems and processes found in the evaluation process. With the changes of national policies, industry development level and other external environment as well as the changes of the company’s internal environment, the company will continue to improve the internal control system suitable for the company’s business scale, business scope, competition and risk level, and adjust and standardize it in time with the changes of business conditions, give full play to the efficiency and effect of the internal control system, effectively prevent operational risks and promote the realization, sustainable and healthy development of the company’s strategy.
2、 Opinions of the sponsor on the internal control of the company
The recommendation institution consulted the minutes of the general meeting of shareholders, the board of directors, the board of supervisors and other meetings of the company, the 2021 internal control evaluation report of the company and relevant business and management rules and regulations; The integrity, rationality and effectiveness of the company’s internal control system are verified from the company’s internal control environment, the construction and implementation of the internal control system, etc.
After verification, the sponsor believes that: Sunshine Global Circuits Co.Ltd(300739) has established a relatively perfect corporate governance structure and formulated relatively complete rules and regulations on corporate governance and internal control. The sponsor will continue to follow up and pay attention to the development of the company’s internal control. The implementation of the company’s internal control system in 2021 was good, which met the relevant laws and regulations and the normative requirements of the securities regulatory authorities for the management of the internal control system of listed companies. The self-evaluation report on internal control in 2021 issued by the board of directors of the company basically reflects the construction and operation of its internal control system.
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(there is no text on this page, which is the signature page of the verification opinions of Minsheng Securities Co., Ltd. on the self-evaluation report of Sunshine Global Circuits Co.Ltd(300739) 2021 annual internal control)
Sponsor representative:
Chen Yao, Xu Jie
Minsheng Securities Co., Ltd. April 20, 2022
