Citic Securities Company Limited(600030)
About Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Verification opinions on self-evaluation report of internal control in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) as the continuous supervision recommendation institution of Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as ” Boya Bio-Pharmaceutical Group Co.Ltd(300294) ” or “the company”), in accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of securities issuance recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, carefully and Prudential verification, the specific circumstances are as follows: first, the verification work of the recommendation institution
The recommendation institution has carefully consulted the self-evaluation report of the company’s internal control, through consulting the documents of the third meeting of the company, various business and management systems and internal control systems; Check the integrity, rationality and effectiveness of the company’s internal control from the aspects of the company’s internal control environment, the construction and improvement of internal control system and the actual implementation of internal control, as well as the authenticity and objectivity of the 3 Zhejiang Xinnong Chemical Co.Ltd(002942) 021 annual internal control self-evaluation report. 2、 Boya Bio-Pharmaceutical Group Co.Ltd(300294) basic information of internal control
(I) important statement
According to the provisions of the enterprise’s internal control standard system, it is the responsibility of the company’s board of directors to establish, improve and effectively implement internal control, evaluate its effectiveness, and truthfully disclose the internal control self-evaluation report. 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 and management, 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 guarantee for the realization of 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.
(II) internal control evaluation conclusion
According to the identification of major defects in the company’s internal control over financial reporting, on the benchmark date of the internal control self-evaluation report, the company has no major defects in the internal control over financial reporting. 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 defects in the internal control over non-financial reports on the benchmark date of the internal control evaluation report.
(III) internal control evaluation
1. Scope of internal control evaluation
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 main units included in the evaluation scope include the parent company, subsidiaries and their branches, such as Nancheng Jinshan apheresis plasma Co., Ltd., Nancheng Jinshan apheresis plasma Co., Ltd., Guangchang apheresis plasma station, Chongren Boya apheresis plasma Co., Ltd., Chongren Boya apheresis plasma Co., Ltd., Le’an apheresis plasma station, Jinxi Boya apheresis plasma Co., Ltd., Ganzhou Nankang Boya apheresis plasma Co., Ltd Yuechi Boya apheresis plasma Co., Ltd., Linshui Boya apheresis plasma Co., Ltd., Xinfeng Boya apheresis plasma Co., Ltd., Fengcheng Boya apheresis plasma Co., Ltd., Yudu Boya apheresis plasma Co., Ltd., Duchang Boya apheresis plasma Co., Ltd., Tunchang Boya apheresis plasma Co., Ltd., Beijing Boya Xinnuo Biotechnology Co., Ltd., Jiangxi Boya pharmaceutical investment Co., Ltd., Nanjing Boya Pharmaceutical Co., Ltd Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Pharmaceutical Co., Ltd., Guizhou Tian’an Pharmaceutical Co., Ltd., Jiangxi Boya Xinhe Pharmaceutical Co., Ltd. and Guangdong Fuda Pharmaceutical Co., Ltd.
The total assets of the units included in the evaluation scope account for 100.00% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100.00% of the total operating revenue in the company’s consolidated financial statements.
The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, social responsibility, corporate culture, human resources, risk assessment, subsidiary management, capital activities, investment business, guarantee business, related party transactions, information disclosure, raw material plasma business, procurement business, sales business, financial management, quality management, project management, information management, R & D management, etc. The high-risk areas of focus mainly include the risk of insufficient supply of raw materials, product price risk, management risk, project investment risk, risk of applying for a new pulp station, operation risk, etc.
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. The internal control system of the company is as follows:
(1) Internal control environment
The company has established a standardized corporate governance structure and rules of procedure in accordance with relevant laws and regulations such as the company law, the securities law, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the basic norms of enterprise internal control, and clarified the responsibilities and authorities in decision-making, implementation and supervision, forming a scientific and effective division of responsibilities and check and balance mechanism. The general meeting of shareholders, the board of directors, the board of supervisors and the management exercise decision-making power, executive power, supervision power and management power respectively according to their duties.
(2) Risk assessment
The company recognizes and evaluates the risk identification, risk analysis and strategies in the daily operation process in accordance with the requirements of the basic norms of enterprise internal control on risk assessment and the main risks listed in various application guidelines, in combination with the internal control systems such as the identification standard of company internal control defects.
(3) Information and communication
The company has established the company’s information disclosure management system, the company’s external information user management system, the company’s insider information insider management system and other systems to disclose relevant information in a timely, fair, accurate, true and complete manner in strict accordance with relevant regulatory regulations and system requirements. At the same time, through the website of Shenzhen Stock Exchange, cninfo.com, Shenzhen Stock Exchange interactive, the company’s portal and other platforms, Enhance the interaction and communication with investors to fully ensure that investors understand the company’s business dynamics in time.
(4) Internal control activities
Combined with the characteristics of the industry and the needs of its own operation and management, and comprehensively considering the internal and external environment, risk factors, control activities, information communication, mutual supervision and other factors, the company has established a set of internal control system in line with the actual situation of the company, Including but not limited to the company’s foreign investment management system, the company’s system for preventing the occupation of funds by controlling shareholders and their related parties, the company’s emergency handling system, the company’s internal reporting and confidentiality system of major information, the company’s subsidiary management system, the company’s internal accountability system for directors, supervisors and senior managers, the company’s director and supervisor allowance system, and the company’s online voting management system for the general meeting of shareholders The selection and employment system of the company’s accounting firm, the rules of procedure of the general meeting of shareholders, the management system for remuneration and performance appraisal of the company’s senior managers, the performance management system and relevant implementation rules, etc. continue to improve the company’s internal control.
1) Internal control of subsidiaries: the company has successively established the management system of subsidiaries, the financial management system of member enterprises, the management measures for the performance appraisal of the management of member enterprises, the overall business performance appraisal measures of member enterprises, the implementation rules for the performance appraisal of subordinate single plasma collection companies, the management system for the position of general manager of plasma station of plasma management center, etc., and strengthened the supervision of the formulation of articles of association, personnel, finance Management of business decision-making, information, inspection and assessment. During the reporting period, no subsidiaries were found to violate the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the management system of subsidiaries of the company.
2) Internal control of funds: the company has established a fund management system, covering the management of monetary funds, the use and management of raised funds, and the approval of fund use, including the company’s financial management system, the company’s raised funds management system, the company’s business approval authority management system, the company’s business reimbursement and payment management measures, the company’s economic contract management system, etc. The company uses and manages funds in strict accordance with relevant systems, standardizes the revenue and expenditure procedures and approval authority of funds, and ensures that the use of funds conforms to the principles of rationality, efficiency and safety.
3) Internal control of foreign investment: the company has established the company’s foreign investment management system to standardize the company’s foreign investment behavior, reduce the risk of foreign investment, ensure the safety and profitability of the company’s foreign investment, and ensure the preservation and appreciation of the company’s assets.
4) Internal control of external guarantee: the company has established the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors to standardize the company’s external guarantee behavior and reduce the risk of external guarantee. During the reporting period, the company provided a guarantee of no more than 200 million yuan for the holding subsidiary Guangdong Fuda Pharmaceutical Co., Ltd. to apply for credit from financial institutions, with a guarantee period of no more than 18 months (see the table below for details).
Guarantee of the company to its subsidiaries
On the contrary, whether the guarantee is guaranteed or not is related to the guarantee object. The announcement discloses that the guarantee amount actually takes place (for example, the performance of the guarantee period is related to the name, date and guaranteed amount type (if any) (yes) joint party guarantee
Fuda Pharmaceutical Co., Ltd. April 2021 September 2021 joint and several liability no 1.5 years no no no 272000000 January 1 870.78 guarantee
Review and approve the communique on subsidiaries during the reporting period and the communique on subsidiaries during the reporting period
Total amount of company guarantee (B1) 2000000 total amount of company guarantee actually incurred 870.78 (B2)
Approved at the end of the reporting period vs. actual at the end of the reporting period
The total guarantee amount of subsidiaries is 2000000, and the actual guarantee of subsidiaries is 870.78
(B3) total balance (B4)
5) Internal control of related party transactions: internal control of related party transactions: articles of association formulated by the company
The decision-making system of controlling shareholders and their related party’s right to occupy funds has been stipulated in detail
Restrictions, approval procedures, disclosure requirements, etc. A long-term mechanism to prevent the controlling shareholders and their related parties from occupying the company’s funds,
Put an end to the occupation of funds by controlling shareholders and their related parties, and safeguard the legitimate rights and interests of the company, shareholders and creditors
Rights and interests.
According to the regulations of the China Securities Regulatory Commission and the state owned assets supervision and Administration Commission of the State Council on
Notice on Several Issues concerning capital exchanges between listed companies and related parties and external guarantees of listed companies (issued by CSRC)
[2003] No. 56), Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the 2021
Special notes on the occupation of non operating funds and other related capital transactions in the year. As of December 2021
On January 31, there was no capital occupied by the controlling shareholder, but there were other related capital transactions (see details)
The following table).
Occupier and listed company 20212021202120212021
Non operating fund occupier listed companies accounting for the repayment of the accumulated paid and occupied funds occupied at the beginning of the meeting, the amount generated from the fund balance of the related accounts with the name of the Occupied Funds formed by the occupied funds at the end of the Occupied Funds (no interest (if any) the reason nature of the accumulated paid balance includes interest)
Current major shareholders and their subsidiaries have no
Subtotal ——
None of the former major shareholders and their subsidiaries
Subtotal ——
total
