Zhengzhou Huajing Diamond Co., Ltd. 2011 Annual Internal Control Self-evaluation Report Zhengzhou Huajing Diamond Co., Ltd. 2011 Annual Internal Control Self-evaluation Report According to the “Guidelines for Internal Control of Listed Companies of Shenzhen Stock Exchangeâ€, “Basic Standards for Internal Control of Enterprisesâ€, Regarding the relevant requirements of relevant laws and regulations on the issuance of the Guidelines for the Internal Control of Enterprises, the company has conducted a serious and comprehensive self-examination of the establishment and implementation of the company's internal control system in 2011, and has reviewed the company's current management systems and Based on the work done by the department on internal control, the department conducted a comprehensive evaluation of the rationality, completeness and effectiveness of the establishment of the company's internal control. The evaluation results are reported as follows: 1. Basic information of the company Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Company†or “Companyâ€) is a joint-stock company established on the basis of Zhengzhou Huajing Diamond Co., Ltd., Zhengzhou Hua Founded in 2004, Crystal Diamond Co., Ltd. is a limited liability company jointly invested by Henan Huajing Superhard Materials Co., Ltd., Guo Guilan, Zheng Dongliang, Fu Fei and Zhang Zhao. On December 24, 2004, the company obtained the “Business License for Enterprise Legal Person†issued by Zhengzhou Administration for Industry and Commerce and was formally established. According to the resolution of the shareholders' meeting held on March 6, 2008, Henan Huajing Superhard Materials Co., Ltd. and Henan Anshun Investment Management Co., Ltd. increased the capital of the company and increased the registered capital of RMB 10,000,000.00. The registered capital is RMB 60,000,000.00. The capital increase was verified by Henan Hongxun Certified Public Accountants Co., Ltd. and the capital verification report of Yu Hong Hui Yan [2008] No. 005 was issued. According to the resolution of the founding meeting of Zhengzhou Huajing Diamond Co., Ltd. held on June 26, 2008, the shareholders of Zhengzhou Huajing Diamond Co., Ltd. subscribed for the rights and interests of Zhengzhou Huajing Diamond Co., Ltd. The shares, Zhengzhou Huajing Diamond Co., Ltd. were changed to Zhengzhou Huajing Diamond Co., Ltd. as a whole. Zhongqin Wanxin Certified Public Accountants issued the (2008) Zhongqin Yanzi No. 06017 Capital Verification Report. On June 29, 2008, the Company obtained the Business License of Enterprise Legal Person issued by Zhengzhou Municipal Administration for Industry and Commerce and issued by the Administration of Industry and Commerce of the People's Republic of China, with a registered capital of RMB 90,000,000.00. According to the resolution of the second extraordinary shareholders meeting of the Company in 2008, Shanghai Ruixin Investment Management Co., Ltd., Shanghai Shangli Investment Co., Ltd. and Wang Jiayu increased the capital of the Company on September 4, 2008. Zhongqin Wanxin Accounting Firm To this end, (2008) Zhong Qin Yan Zi No. 09022 Capital Verification Report was issued. On September 8, 2008, the company obtained the “Business License for Enterprise Legal Person†issued by Zhengzhou Municipal Administration for Industry and Commerce, No. 410199100013134. The company's current registered capital is RMB 114,000,000.00 and the total number of shares is 114,000,000.00 (with a par value of RMB 1 per share). According to the approval of the company's first extraordinary shareholders meeting in 2009, and approved by the China Securities Regulatory Commission (CSRC) [2010] No. 267, the company publicly issued 38,000,000.00 shares of RMB ordinary shares (A) to the public. It was listed on the Shenzhen Stock Exchange on March 26, 2010. The registered capital was changed to RMB 152,000,000.00 million after the issuance. The above-mentioned capital increase was verified by Zhongqin Wanxin Certified Public Accountants Co., Ltd., and the (2010) Zhongqin Yanzi No. 03005 Capital Verification Report was issued. On June 2, 2010, the company obtained the “Business License for Enterprise Legal Person†issued by Zhengzhou Municipal Administration for Industry and Commerce, No. 410199100013134. The registered capital of the company is RMB 152,000,000.00, and the total number of shares is 152,000,000.00 (with a par value of RMB 1 per share). According to the resolution of the 2010 Annual General Meeting of Shareholders of Zhengzhou Huajing Diamond Co., Ltd. held on March 18, 2011, the company will use the current total share capital of 152,000,000.00 shares as the base to transfer 10 shares to every shareholder for every 10 shares. Zhongqin Wanxin Certified Public Accountants issued the (2011) Zhongqin Yanzi No. 06040 Capital Verification Report for this purpose, and the changed share capital was RMB 304,000,000.00. Business scope: production and sales of synthetic diamonds and products and equipment; research, development and technology transfer of synthetic diamond related technologies, materials, equipment and products; operation of import and export business of self-produced products and related technologies of the enterprise; (laws and regulations If it is forbidden, it shall not be operated. If it is approved, it shall not be operated before it is approved.) II. Purpose and principles of the company's internal control system (I) The purpose of the company to establish an internal control system 1. Establish and improve the internal organizational structure in line with the company's management requirements, and form a scientific decision-making mechanism, implementation mechanism and supervision mechanism; Effective risk control system, strengthen risk management, ensure the normal operation of the company's business activities; 3. Establish a good internal control environment to prevent and timely detect and correct various wrong behaviors, and protect the company's property security and integrity; 4 Standardize the company's operating mechanism to ensure the truthfulness, accuracy and completeness of the company's financial reports and related information disclosure; 5. Ensure the implementation of relevant national laws and regulations and internal company rules and regulations. (II) Basic principles for the establishment of the internal control system of the company 1. The principle of comprehensiveness. Internal control should go through the whole process of decision-making, execution and supervision, covering all kinds of business, matters and all personnel of the company and its subsidiaries. No one has the power to exceed the internal control system. 2. The principle of importance. Internal control should focus on important business issues and high-risk areas based on comprehensive control. 3. The principle of checks and balances. Internal control should form mutual restraint and mutual supervision in terms of governance structure, institutional setup, power and responsibility distribution, and business processes, while taking into account operational efficiency. 4. The principle of adaptability. Internal control should be adapted to the scale of business operations, business scope, competition status and risk level, and adjusted in time as the situation changes. 5. Cost-effectiveness principles. Internal control should weigh the implementation costs and expected benefits, and achieve effective control at the appropriate cost. III. Self-evaluation of the soundness, rationality and effectiveness of internal control (I) Internal environment 1. Corporate governance structure The company has established and improved the shareholders' meeting, the board of directors, the board of supervisors, etc. in accordance with the requirements of the Company Law and other laws and regulations. The rules of procedure and decision-making procedures of the Governing Body have formulated the Rules of Procedure for the General Meeting of Shareholders, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Supervisory Committee, the Work System for Independent Directors, the Rules of Procedure for the Remuneration and Appraisal Committee, and the Nomination Committee The Rules, the Rules of Procedure of the Audit Committee, and the Rules of Procedure of the Strategy Committee, which clarify the responsibilities and authorities of each governance body, and form a scientific and effective division of responsibilities and checks and balances. The general meeting of shareholders is the company's authority. Any major decision-making matters of the company, such as determining the company's business policy and investment plan, electing and replacing directors and supervisors not represented by employee representatives, and amending the Articles of Association, etc., must be attended by shareholders. Consideration by. The board of directors is the decision-making body of the company. It is responsible for implementing the resolutions made by the shareholders' meeting, determining the company's business plan and investment plan, determining the establishment of the company's internal management organization, and formulating the company's basic management system. The Board of Supervisors is the company's supervisory body, responsible for and reporting to the shareholders' meeting. It is mainly responsible for supervising the conduct of company directors and senior management personnel in performing company duties. Directors and senior management who violate laws, administrative regulations, company articles or resolutions of shareholders' meetings. The person proposes to remove the company, check the company's finances, etc. 2. Organization The company has a strategy committee, a nomination committee, a remuneration and evaluation committee, and an audit committee under the board of directors. The Strategy Committee is responsible for researching and making recommendations on the company's long-term strategy and major investment decisions; the Remuneration Committee is responsible for reviewing the remuneration plan and assessment criteria for non-independent directors and senior management personnel; the Nominating Committee is responsible for the selection and selection criteria for company directors and senior management personnel. And the program to select and make recommendations; the Audit Committee is responsible for the communication, supervision and verification of internal and external audits. Since its establishment, the committees have performed well and members have been able to perform their duties to ensure the healthy operation of the company. According to the actual situation, the company has established functional departments that meet the company's business scale and business management needs (see the following figure: the company's internal organizational structure chart), and the functional departments are clearly defined, coordinated, mutually supervised and mutually restricted. 3. Internal Audit The company set up an independent audit department under the Audit Committee of the Board of Directors, with full-time staff to carry out their work independently, aiming to strengthen internal audit supervision and supervise and check the effectiveness of internal control. The audit department of the company reports on the internal control defects found in the supervision and inspection in accordance with the internal audit work procedures; it has the right to report directly to the board of directors and the audit committee for major defects in internal control found during supervision and inspection. 4. Human Resource Management Company has formulated and implemented a human resource policy for sustainable development. It regards professional ethics and professional competence as an important criterion for selecting and hiring employees, introducing talents by means of marketization, identifying positions with capabilities, and establishing sound science. The incentive and restraint mechanism pays attention to employee training and continuing education on a daily basis, and continuously improves the quality of employees. Reasonable and standardized operation of the entire process of personnel introduction, use, training, and withdrawal, as well as personnel recruitment, labor contract signing, job training, salary management, performance evaluation and other human resources key businesses. 5. Corporate Culture The company adheres to the management tenet of “improving product quality and creating quality Huajing†and the corporate culture concept of “one carat loyalty, greater than unlimitedâ€. (II) The risk assessment company determines the comprehensive risk management objectives according to the current operation situation, comprehensively and systematically collects relevant risk information, establishes and continuously updates the risk database, identifies the risk points, sets corresponding control points, conducts risk testing regularly, and adopts qualitative The method of combining quantitative and quantitative, according to the probability of occurrence of risk and the degree of its influence, ranks the identified risks hierarchically, and determines the focus of attention and the risk of priority control. Based on the results of risk identification and risk analysis, the company combined risk tolerance, weighed risks and benefits, and determined various types of risk response strategies. At the same time, the company adopts appropriate and effective control measures based on the risk appetite of directors, managers and other senior management personnel and key positions, to avoid significant losses to the business operations due to personal risk appetite. At the same time, comprehensive use of risk aversion, risk reduction, risk transfer and risk tolerance strategies to achieve effective control of risk. (III) Control activities The enterprise shall combine the results of risk assessment with manual control and automatic control, preventive control and discovery control, and use corresponding control measures to control the risk within the tolerance. 1. Control measures (1) Separation control of incompatible positions The company comprehensively and systematically analyzes and sorts out the incompatible duties involved in all business processes, implements corresponding separation measures, and forms relatively reasonable functions. Each working mechanism with its own responsibility and mutual restraint. (2) Authorization approval control The company clarifies the scope of authority, approval procedures and corresponding responsibilities of the business and matters handled by each position according to the provisions of the regular authorization and special authorization. The management personnel at all levels of the company exercise their functions and responsibilities within the scope of authorization. The company implements a collective decision-making system for major businesses and events, and no individual can make decisions individually or arbitrarily change collective decisions. (3) Accounting system control The company strictly implements the national unified accounting standards system, strengthens the basic accounting work, and clarifies the handling procedures of accounting documents, accounting books and financial accounting reports to ensure the authenticity of accounting information. The company has set up accounting institutions according to law, equipped with accounting practitioners, and all personnel engaged in accounting work have obtained accounting qualification certificates. (4) Property protection control The company has established a daily management system for property and a regular inventory system, taking measures such as property records, physical storage, regular inventory, and account verification to ensure property security. (5) Operational Analysis and Control The company has established an operational situation analysis system. The management layer comprehensively uses information on production, purchase and sales, investment, financing, and finance, and conducts regular operational analysis through factor analysis, comparative analysis, and trend analysis. Identify problems and identify them and improve them in a timely manner. (6) The performance appraisal company establishes and implements the performance appraisal system, scientifically sets the appraisal index system, conducts periodic appraisal and objective evaluation of the performance of each responsible unit and all employees within the enterprise, and uses the appraisal results as the determination of employee remuneration and job promotion and evaluation. The basis for superiority, downgrade, transfer, and dismissal. (7) Major risk early warning mechanism and emergency response mechanism The company has established a major risk early warning mechanism and emergency response mechanism to identify risk early warning standards, and formulate emergency plans and clear plans for major risks or emergencies that may occur. Responsible personnel and standard handling procedures ensure that emergencies are handled promptly and properly. 2. Key internal control (1) Significant investment and trading decision-making system In order to ensure the respective functions of the shareholders' meeting, the board of directors, the chairman of the board and the management level in the investment and trading decisions, the rights and responsibilities are clearly defined to ensure the efficiency of the company's operation. The company has established a more scientific and significant investment and transaction decision-making process. The company has formulated the “Major Investment and Transaction Decision Systemâ€, which clarifies the approval authority and decision-making process for major investments and transactions, and stipulates major investment and transactions for shareholders' meetings and boards of directors. Approval authority, major investments and transactions exceeding the approved amount of the board of directors must be approved by the company's general meeting of shareholders. (2) External guarantee system The company's external guarantees follow the principles of lawfulness, prudence, mutual benefit and security, and strictly control the guarantee risks. In the "Articles of Association", the company has clarified the approval authority of the shareholders' meeting and the board of directors on external guarantees, and the accountability mechanism for violating the examination and approval authority and review procedures. The company has formulated the "External Guarantee System", which specifies the details of the guarantee object, the review and approval of the guarantee, the authority of the guarantee, the conclusion of the guarantee contract, the risk management, and the information disclosure of the guarantee. The company had no external guarantees in 2011. (3) Related party trading system The company has formulated the “Decision-making System for Related Party Transactions†based on the provisions of the “Company Lawâ€, “Securities Lawâ€, “Shenzhen Stock Exchange GEM Stock Listing Rules†and “Articles of Association†to determine the board of directors and The respective approval authority of the shareholders' meeting shall regulate the company's related party transactions and its disclosure, and ensure that the company's related party transactions are in line with the principles of fairness, impartiality and openness. (4) The monetary fund management system is to strengthen the financial management of the company, improve the efficiency of capital operation, reduce the cost of capital operation, strengthen the operation of capital integration, and ensure the safety and reliability of capital operation. According to the national financial regulations, combined with the actual situation of the company. The monetary fund management method has established a strict authorization approval procedure for the receipt and payment and custody of monetary funds. The incompatible posts for the handling of monetary funds have been separated, and the relevant institutions and personnel have mutual constraints. The company has no major inadequacies affecting the security of monetary funds. (5) Procurement Management System In order to standardize the company's procurement behavior, ensure normal production and operation, and reduce procurement costs, the company has established the “Material Purchasing Management Systemâ€. The company has rationally planned and established the institutions and positions for the procurement and payment business. The planning, application, approval, procurement, and inspection income of the purchased products are clearly defined. The company has no major loopholes in the control of purchases and payments. (6) Management of raised funds To regulate the storage, use and management of funds raised by the company, to ensure the security of raised funds, and to maximize the protection of the legitimate rights and interests of investors, the company has formulated the “Administrative Measures for the Use of Raised Funds in Accordance with Relevant Laws and Regulationsâ€. 》. This method elaborates on the storage and use of raised funds, the change of investment projects, and the management and supervision of raised funds. It clearly stipulates that the fundraising projects of the company shall not be held by trading financial assets and financial assets available for sale, lending to others, and entrusting Financial investments such as financial management may not directly or indirectly invest in companies that primarily trade in securities. The company may not use the raised funds for pledges, entrusted loans or other investments that change the use of funds in disguise. The company's fundraising management can follow the requirements of relevant systems and procedures. (7) Information Disclosure System The company has formulated the “Information Disclosure Management Systemâ€, which clarifies the reporting, transfer procedures, division of responsibility for company information disclosure and confidentiality measures of the company's information disclosure, and clearly stipulates the company's information disclosure obligor. Matters such as the content of information disclosure. In the daily information disclosure, the company has done a good job of being true, accurate, complete, timely and fair. (8) Internal control of subsidiaries In order to strengthen the management of subsidiaries and ensure the standardized, efficient and orderly operation of subsidiaries, the company has formulated the “Subsidiary Management Systemâ€. According to the regulations, the company assigns major subsidiaries to subsidiaries. Senior management personnel; the company's functional departments guide and supervise the counterpart departments of the subsidiaries; the company requires the subsidiaries to implement the "financial management system", "information disclosure management system", "internal information internal reporting system" and "the important information internal reporting system" Internal Audit System, etc. At the same time, the company established a comprehensive performance evaluation system for each subsidiary to effectively manage the subsidiaries. (IV) Information and Communication The contents of the various management systems established by the company have covered the procedures for internal and external information communication, processing and feedback. In each system, special departments are responsible for the collection and processing of company information and documents. Information and documents are systematically and uniformly managed, while ensuring the security and confidentiality of business information and important risk information. The enacted system process basically ensures that the company communicates internal and external information to management and keep in touch with the outside world in a timely, true and complete manner. During the reporting period, each department handled the internal and external information independently, and the specialized departments uniformly managed and saved the written materials, and the various control measures were effectively implemented. (V) The internal supervision company has formulated and improved the internal control and supervision system according to the "Basic Standards for Internal Control of Enterprises" and its supporting methods, and clarified the duties and responsibilities of the Ministry of Finance and the Audit Department in internal daily supervision and special supervision, and standardized internal supervision. Procedures, methods and requirements. The company has established internal control defect identification standards, analyzed the internal control defects found in the supervision process, analyzed its nature and causes, and proposed a rectification plan, and timely reported to the board of directors, the board of supervisors or the manager in an appropriate form, and found in internal supervision. The major defects will be investigated for the responsibility of the responsible unit or responsible person. IV. Further improvement and improvement of the internal control system and implementation measures The company actively improved and improved the company's internal control system, and successively revised the “Articles of Associationâ€, “Rules of the Board of Directorsâ€, “Directors, Supervisors, Senior Management and Trading the Company's Stock Management System and the Insider Information Registration Management System; and formulating the "Responsibility Investigation System for Major Errors in Information Disclosure in Annual Reports", "Working Rules of the Annual Report of the Audit Committee", and "Working System for Independent Directors' Annual Report" and other relevant regulations and The management approach further enhances the effectiveness of internal controls by developing, revising and strengthening enforcement systems. The company will further improve and improve the rationality and effectiveness of the internal control system, further improve the company's internal control systems; increase training efforts to improve employees' internal control and risk prevention awareness. V. Self-evaluation of the effectiveness of internal control implementation The company analyzed and self-evaluated the internal control work in 2011. The company's existing internal control system is basically sound, can adapt to the requirements of company management and the needs of the company's development, and there is no internal control design. Or a major shortcoming in the implementation, there is no serious loss of the company's property due to the out of control of the internal control system, or a significant impact on the financial statements and distortion, the company's board of directors believes that from January 1, 2011 to this report At the end of the period, the company's internal control system was basically sound and effectively implemented. The company will also improve and supplement the internal control system in a timely manner according to the company's business development and internal organization adjustment, and improve the operability of the internal control system, so that the internal control system plays a greater role in the company's operation and management. The company's health continues to develop rapidly. Zhengzhou Huajing Diamond Co., Ltd. Board of Directors March 22, 2012
Made from recycled glass materials, our diamond glass mosaic tiles give a unique glam look to your space and they are eco-freiendly.The diamond shape of these glass mosaic tiles is a great way to give your home an elegant finish.For our diamond glass mosaic tile, we could not only make their surface flat, but also make 3D effect.The glass mosaic tile allows the light to bounce off and give your area a brighter, more open feel.These diamond glass tiles are attached to a mesh for easy installation,and they can enhance your walls as well as some floor areas with low traffic. Glass mosaic tiles are durable and sturdy enough to handle high heat and moisture, making them a safe choice for kitchens as well as bathrooms.
Small Glass Tiles,Mosaic House Tile,Diamond Glass Mosaic Tiles,Mosaic Bathroom Floor Tiles
C&K MOSAIC , https://www.cnkmosaics.com