Huajing: 2012 internal control assurance report

All shareholders of Zhengzhou Huajing Diamond Co., Ltd.:


We accepted the entrustment and reviewed the internal control related to the financial statements of December 31, 2012, which was included in the “2012 Internal Control Self-Evaluation Report” of the management of Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Yu Diamond”). Determination of validity.

I. Description of significant inherent limitations

Internal control has inherent limitations, and there is a possibility that misstatement occurs due to mistakes or fraud and is not discovered. In addition, due to changes in circumstances, internal control may become inappropriate, or the degree of compliance with control policies and procedures may be reduced. Based on the results of internal control evaluation, it is assumed that the effectiveness of future internal control has certain risks.

Second, the restrictions on the users of the report and the purpose of use

This assurance report is for use only by Yu Diamond Disclosure of the 2012 Annual Report and may not be used for any other purpose. We agree to use this attestation report as an essential document for Henan Diamond's 2012 annual report, and submit it with other documents for disclosure.

Third, the responsibility of management

The responsibility of Yu Diamond Management is to establish and improve internal control and maintain its effectiveness. At the same time, according to the “Basic Standards for Internal Control of Enterprises” promulgated by the Ministry of Finance and other five ministries and commissions (Accounting [2008] No. 7) and related regulations, December 31, 2012 The validity of the internal control related to the financial statements is determined and is responsible for the above determination.

4. The responsibility of the CPA

Our responsibility is to issue an assurance opinion on the effectiveness of internal controls based on the implementation of the attestation work.

V. Work Overview

We conducted the attestation business in accordance with the provisions of the “China Certified Public Accountant Other Assurance Business Standards No. 3101 – Attestation Services Beyond Review or Review of Historical Financial Information” and “Guidelines for Internal Control Audit”. The standard requires us to plan and implement the attestation work to obtain reasonable assurance about whether there is no material misstatement of the attestation object information. In the attestation process, we implemented the rationality and implementation of the internal control design including understanding, testing and evaluation, as well as other procedures we deem necessary. We believe that our assurance work provides a sound basis for comment.

VI. Assurance conclusion

We believe that Yu Diamond maintained effective internal control related to financial statements in all major aspects on December 31, 2012 in accordance with the “Basic Standards for Internal Control of Enterprises” issued by the Ministry of Finance and other five ministries.


Asia Pacific (Group) Certified Public Accountants Co., Ltd.

Chinese CPA: 耿 辉

Chinese CPA: Xie Yumin

March 22, 2013




In order to strengthen and standardize the internal control of enterprises, improve the management level and risk prevention capabilities of enterprises, promote the sustainable development of enterprises, and safeguard the legitimate rights and interests of shareholders, Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “the company” or “company”) Company Law, Securities Law, Guidelines for Standard Operation of Listed Companies on the Growth Enterprise Market of Shenzhen Stock Exchange, Basic Rules for Internal Control of Enterprises (Caihui [2008] No. 7), and “Disclosure of Annual Reports of Listed Companies in 2012” The Notice of Work and other relevant laws and regulations, the company's internal control situation in 2012 was examined, the company's internal control management system was consulted, and the relevant departments of the company and its subsidiaries were based on the implementation of internal control. The company's internal control was evaluated. The company's 2012 internal control report is as follows:

First, the company's basic situation

Zhengzhou Huajing Diamond Co., Ltd. (hereinafter referred to as “Company” or “Company”) is a joint-stock company established on the basis of Zhengzhou Huajing Diamond Co., Ltd. Approved by the China Securities Regulatory Commission (CSRC) [2010] No. 267, on March 26, 2010, the company publicly issued 38,000,000.00 shares of RMB ordinary shares (A) to the public, and the registered capital was changed to RMB 152,000,000.00 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 (1 face value per share).

According to the resolution of the 2010 Annual General Meeting of Zhengzhou Huajing Diamond Co., Ltd. held on March 18, 2011, 10 shares will be transferred to every 10 shares of all shareholders by the capital reserve fund. The changed share capital is RMB 304,000,000.00. Wanxin Certified Public Accountants audited and issued the (2011) Zhongqin Yanzi No. 06040 Capital Verification Report.

According to the resolution of the 2011 Annual General Meeting of Shareholders of Zhengzhou Huajing Diamond Co., Ltd. held on April 18, 2012, the capital reserve will be transferred to each shareholder for 10 shares for every 10 shares. The changed share capital is RMB 608,000,000.00, and the above-mentioned capital increase is through Asia-Pacific ( The Group) Certified Public Accountants Co., Ltd. passed the verification and issued the capital verification report of the AFC Verification [2012] No. 020.

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.)

Second, the objectives and principles of the company's internal control system

(1) The goal of the company to establish an internal control system

1. Establish and improve the internal organizational structure in line with the actual management requirements of Huajing Company, and form a standardized and scientific decision-making mechanism, implementation mechanism and supervision mechanism to ensure the realization of the company's business management objectives.

2. Strengthen risk management and establish an effective risk control system to ensure the normal and orderly operation of the company's various business activities.

3. Improve business management and improve business efficiency and management effectiveness.

4. Establish a good internal control environment for the company, plug loopholes, eliminate hidden dangers, prevent and timely detect and correct errors and fraud, and protect the security and integrity of company assets.

5. Standardize the accounting behavior of the company, ensure the authenticity and integrity of accounting information, and improve the quality of accounting information.

6. Ensuring the implementation of relevant national laws and regulations and the company's internal rules and regulations.

(II) Basic principles for the establishment of internal control system

On the basis of the company's internal control system in previous years, with reference to the new situation of the company's business development this year, the internal control system has been further enriched and improved, making it more suitable for the company's operation and development.

1. Legitimacy: The company's internal control system shall be formulated in accordance with the relevant laws and regulations of the State, the Basic Rules for Internal Control of Enterprises and the relevant guidelines of the Shenzhen Stock Exchange, and combined with the actual situation of the company.

2. Coverage level and object comprehensiveness: Internal control covers the company's board of directors, management and all employees at the level, covering the company's various business and management activities, and infiltrating into decision-making, execution, supervision, feedback, etc. In all aspects, avoid major gaps and loopholes in internal control.

3. Focused on: Internal control focuses on comprehensiveness, and adopts more stringent control measures for important businesses and issues, high-risk areas and links to ensure that there are no major defects.

4. Reasonable and independent: The company's organization, position setting and distribution of powers and responsibilities should be reasonable and meet the basic requirements of internal control, ensuring clear distinction of powers and responsibilities between different departments and positions, and facilitating mutual restraint and mutual supervision. The department that performs the duties of internal control supervision and inspection shall have good independence. No one may have special powers above the internal control.

5. Flexibility and adaptability: Internal control should reasonably reflect the requirements of the company's business scale, business scope, business characteristics, risk status and specific environment, and with the changes of the external environment of the enterprise, the adjustment of business operations, and management requirements. Improvements and improvements are constantly being improved.

6. Benefit: Internal control should balance the relationship between cost and benefit under the premise of ensuring the effectiveness of internal control, and strive to achieve more effective control at a reasonable cost.

3. Evaluation of the soundness, rationality and effectiveness of internal control

(1) Internal environmental assessment

(1) The company has established a standardized corporate governance structure in accordance with the "Company Law of the People's Republic of China", the "Articles of Association" and other relevant laws and regulations, and established a general meeting of shareholders, a board of directors, and a board of supervisors. The general meeting of shareholders enjoys the legal rights stipulated by laws and regulations and the Articles of Association, and exercises the functions and powers to determine major business issues such as the company's operating principles, major financing, investment, and profit distribution. The board of directors is responsible for the general meeting of shareholders and exercises the company's decision-making power in accordance with the law. The Board of Directors consists of four special committees: the Strategy Committee, the Audit Committee, the Nomination Committee and the Remuneration and Appraisal Committee. Each of these institutions has its own rules of procedure or work system that regulates its authority and responsibilities. As the subordinate affairs agency of the board of directors, the company's board of directors is responsible for coordinating related matters and engaging in information disclosure and investor relations management of listed companies. The board of supervisors is responsible for the general meeting of shareholders, supervising the company's directors, presidents and other senior management personnel to perform their duties according to law.

(2) The company shall set up the general manager to preside over the daily production and operation of the company, organize the implementation of the resolutions of the board of directors, and be responsible to the board of directors. According to the company's duties, the procurement department, sales department, raw materials department, auxiliary materials department, diamond business department, micro powder business department, securities business department, foreign trade department, administrative management department, audit department, finance department, quality assurance department and other departments were established. To formulate the responsibilities and authorities of various departments in a scientific way, and to form a mutual supervision and mutual checks and balances mechanism. At the same time, through the preparation of the management manual, the company will enable all employees to grasp the job responsibilities, business processes, etc., clearly define the distribution of powers and responsibilities, and properly exercise their functions and powers.

(3) The company closely focuses on the development needs of the main industry, constantly improving the scientific and technological innovation system and mechanism, and continuously enhancing its scientific and technological innovation.

(4) Always adhere to the people-oriented principle, establish and improve the selection mechanism, talents, talents, and talents, and the talent team will be solid and effective.

(2) Risk assessment

According to the basic requirements and evaluation guidelines for the identification of risks, combined with the company's size, industry characteristics, risk preferences and risk tolerance, the research determines the applicable internal control risk identification standards. The company regularly collects and sorts out various types of risk information inside and outside the company and draws on best practices from domestic and foreign industries. At the same time, Huajing Company's own risk assessment criteria were preliminarily designed to consciously control the risk within the acceptable range. Track and monitor the management of various risks of the company, detect the implementation of risk response measures, and the effect of risk management.

(3) Internal control of important matters and main business contents

In 2012, based on Huajing's “2011 Internal Control”, we focused on the following important issues and internal control of the business.

(1) Major investment and trading decision-making system

In order to ensure the respective functions of the shareholders' meeting, the board of directors, the chairman and the manager in the investment and trading decisions, the rights and responsibilities are clearly defined to ensure the efficiency of the company's operation. The company's major investment and trading decision-making procedures are combined with the actual situation. The approval authority for the matters approved by the shareholders' meeting was revised. The revised "Major Investment and Transaction Decision System" has been passed at the 11th meeting of the second board of directors of the company. The company strictly follows the system in daily operations.

(2) Internal control of the use of raised funds

In order to standardize the deposit, use and management of the funds raised by the company, to ensure the security of the 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 the relevant laws and regulations. Clear regulations have been made for storage, use, management, and supervision. The Audit Department issued an internal audit report on the deposit and use of raised funds on a quarterly basis. The collection and management of the fundraising were in compliance with the “Guidelines for the Standardized Operation of Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchange” and the “Management System for Raised Funds”. There are no violations of use and disclosure.

(3) Monetary fund management system

In order to strengthen the financial management of the company, improve the efficiency of capital operation, reduce the cost of capital operation, strengthen the integrated operation of funds, and ensure the safety and reliability of capital operation, in accordance with the provisions of the state financial and economic regulations, in accordance with the actual situation of the company, the monetary fund management measures have been formulated. A more stringent authorization approval process has been established 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.

(4) Internal control of subsidiaries

In order to strengthen the management and control of the subsidiaries, the company revised the “Financial Management System of Zhengzhou Huajing Diamond Co., Ltd.” according to the actual situation. According to the regulations, the company required the subsidiaries to implement the unified accounting standards and adopt the same accounting. Policy and accounting estimates, and further regulations on cost and expense management, budget management, fund management, investment management, mutual relationship between parent and subsidiary companies, and major information reporting system for subsidiaries, etc. The investment relationship between subsidiaries and related transactions between parent and subsidiary companies strengthen financial accounting and management, and make the company's internal control more standardized.

(4) Information and communication

The company has established effective communication channels and mechanisms to enable management to communicate effectively on employee responsibilities and control responsibilities. The adequacy of communication enables employees to effectively perform their duties and communicate effectively with customers, suppliers, regulators and other outside parties, enabling management to take appropriate actions in a timely and appropriate manner in response to changes. In terms of internal information communication, the company timely transmitted internal appointments, systems, documents and other content that need to be delivered through the office system, realizing the timely and complete internal management communication and sharing of internal information resources, thus improving the company management. Efficiency reduces the cost of company management.

(5) Internal supervision

The company's board of supervisors is responsible for the general meeting of shareholders, and supervises the company's finances and the legal compliance of the company's directors and senior management personnel in performing their duties. During the reporting period, the company's board of supervisors earnestly performed its supervisory duties in accordance with the provisions of the Company Law, the Securities Law and the Articles of Association, and actively safeguarded the interests of all shareholders and the company.

The Audit Committee is set up under the Board of Directors. Under the direct leadership of the Board of Directors, the Internal Audit Department of the Company independently conducts internal audit and supervision of the company. The internal audit department has full-time staff who are responsible for supervising and inspecting the company's business activities, internal control system design, implementation and internal control effectiveness, as well as the company's development strategy, organizational structure, business activities, business processes, and key positions. In the case of major adjustments or changes, specific and special inspections are carried out on one or some aspects of internal control. Report the internal control defects found in the supervision and inspection according to the company's internal audit work procedures, and put forward corresponding improvement suggestions and handling opinions. Report the major defects of internal control found in the supervision and inspection directly to the board of directors and its audit committee. Ensure the strict implementation of internal control and the normal operation of business activities. The special committees, independent directors and supervisory committees of the company's board of directors have played a positive role in the scientific and normative nature of the company's decision-making, promoted the gradual improvement of the corporate governance structure, and safeguarded the company's overall interests and the legitimate rights and interests of all investors.

4. Problems existing in internal control and measures for improvement and improvement

Although the company has established a relatively complete system of internal control system construction, due to the continuous expansion of the company's business and scale, the existing internal control system needs to be further refined and improved, and the implementation of the system needs to be further strengthened. The lack of control, the company intends to take the following measures to improve and improve:

1. Develop an internal control manual. The company takes the chairman's office as the lead department for internal control construction and regulation, and hires Henan Branch of Zhongxing Huafuhua Certified Public Accountants Co., Ltd. as an external consulting institution to implement the internal control system construction, and jointly carries out internal control construction work with the company's audit department and finance department. The existing internal control system of Huajing Company was reorganized according to the business process. On the basis of optimizing the internal control process, the draft of the internal control operation manual was drafted. The first draft of the 2013 Internal Control Operation Manual will be based on extensive consultation with relevant functional departments for review and revision, and will be submitted to the Board of Directors for approval and approval after being signed by the relevant functional departments.

2. Strengthen the enforcement of the internal control system, give full play to the supervisory functions of the audit committee and the internal audit department, and regularly and irregularly check the internal control of the company to ensure that the various systems are effectively implemented.

3. Strengthen the relevant personnel's knowledge in professional knowledge, internal rules and regulations, laws and regulations through training and communication, improve the awareness of all employees in the company's legal compliance management, and strive to prevent risks in the company's operation and management and business development. .

V. Self-evaluation of the effectiveness of internal control implementation

According to the performance of the internal control system in the daily operation of Huajing Company, the board of directors of the company believes that during the reporting period, the company's existing internal control system has been basically established and effectively implemented, and the relevant systems can be adapted to the company's management. The requirements and development needs can provide reasonable assurance for the preparation of real and fair financial statements, guarantee the healthy operation of the company's various businesses and control the company's operational risks, and better protect the legality of the company and investors. interest. Due to the inherent limitations of internal control, the internal and external environment may change, which may lead to the inapplicability or deviation of the original internal control. The company will promptly revise or improve the internal control system to adapt to the changing external environment and internal management. Need to reasonably ensure the realization of internal control objectives. With the needs of the company's future business development, it will continue to deepen management and further improve the internal control system so that it can always adapt to the needs of the company's development and the requirements of relevant national laws and regulations.


Zhengzhou Huajing Diamond Co., Ltd.

Board of Directors

March 22, 2013

LM10UU Bearing

Lm10Uu Bearing,Lm 10 Uu Linear Bearing,Lm10Uu Linear Bearing,Linear Bearing Lm10Uu

Dongyang City Shuangchi Bearing Co.,Ltd , https://www.zjscbearing.com