Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Verification opinions on self-evaluation report of internal control in 2021
Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "sponsor") as a sponsor of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as " Pharmaron Beijing Co.Ltd(300759) " or "company") for initial public offering of shares and listing on GEM, in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - sponsor business The 2021 internal control self-evaluation report issued by Pharmaron Beijing Co.Ltd(300759) was verified in accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem. 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 self-evaluation report on internal control. 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 self-evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the benchmark date of the self-evaluation report of internal control to the date of issuance of the self-evaluation report of internal control.
2、 Internal control evaluation
In 2021, the company carried out internal control evaluation in accordance with the principles of comprehensiveness, importance and objectivity. (I) evaluation scope of internal control
The main units included in the evaluation scope in 2021 include the headquarters of the company engaged in laboratory services, CMC (small molecule cdmo services), clinical research services, macromolecules, cells and gene therapy services, as well as the main wholly-owned subsidiaries and holding subsidiaries, including the headquarters of the company, Pharmaron Beijing Co.Ltd(300759) (Beijing) Biotechnology Co., Ltd., Pharmaron Beijing Co.Ltd(300759) (Beijing) Pharmaceutical Technology Co., Ltd ningbo) Technology Development Co., Ltd Pharmaron Beijing Co.Ltd(300759) chiral pharmaceutical technology (Ningbo) Co., Ltd. Pharmaron Beijing Co.Ltd(300759) (Ningbo) drug development Co., Ltd. Pharmaron Beijing Co.Ltd(300759) (Ningbo) biomedical Co., Ltd. Pharmaron Beijing Co.Ltd(300759) (Qingdao) new drug Technology Co., Ltd., Nanjing Sirui Biotechnology Co., Ltd., Beijing liansida Pharmaceutical Technology Development Co., Ltd., pharmaron us Inc、Pharmaron Biologics (UK), Ltd、PharmaronABS, Inc.。
The total assets of units included in the scope of internal control evaluation account for 78% of the total assets in the company's consolidated financial statements, and the total operating revenue accounts for 84% of the total operating revenue in the company's consolidated financial statements.
The main businesses and matters included in the evaluation scope and the high-risk areas of key concern cover the control environment, control activities, information and communication, internal supervision and other aspects, including:
1. Control environment: governance structure, organizational structure, corporate culture and social responsibility.
2. Control activities: foreign investment, foreign guarantee, securities investment and derivative transactions, related party transactions, information disclosure and management of subsidiaries; Receivable and collection management, scientific research project management, procurement and payment management, inventory management, asset management, import and export management, engineering project and facility management, human resources and salary management, capital, tax and financial report, contract and seal management, information system management, etc.
3. Information and communication.
4. Supervision.
(II) internal control construction of the company
1. Control environment
(1) Governance structure
The company has established and improved its corporate governance structure in strict accordance with the company law, securities law and other relevant laws, administrative regulations and departmental rules of China Securities Regulatory Commission and Shenzhen Stock Exchange. Through 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 and the detailed rules for the work of managers, the company has clarified the functions and responsibilities of the general meeting of shareholders, the board of directors, the board of supervisors and the management level, forming a A governance structure of coordinated operation and effective checks and balances.
The general meeting of shareholders is the highest authority of the company, which governs the company through the board of directors. Major decision-making matters of the company, such as approving the company's business policy and investment plan, electing and replacing directors and supervisors, and amending the articles of association, shall be deliberated and approved by the general meeting of shareholders. The board of directors of the company is the decision-making body of the company, which is responsible for the general meeting of shareholders. Within the scope of authorization of the general meeting of shareholders, it decides the company's foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, related party transactions and other matters, and is responsible for the establishment and supervision of the company's internal control system, the establishment and improvement of internal control policies and plans, and the supervision of the implementation of internal control. As the legal representative of the company, the chairman is responsible for presiding over the general meeting of shareholders, convening and presiding over the meeting of the board of directors, supervising and inspecting the implementation of the resolutions of the board of directors and other functions and powers granted by the board of directors. The board of supervisors is the supervisory body of the company, which is responsible for and reports to the general meeting of shareholders. It is mainly responsible for reviewing the company's report prepared by the board of directors and putting forward written review opinions, inspecting the company's financial status, and supervising the behavior of directors and senior managers in performing their duties of the company. (2) Organizational structure
According to the operation and management needs of the company, the established management organization system includes: scientific research and production department, business development department, human resources department, finance department, securities affairs department, legal department, public affairs department, environment, health and safety department, engineering project department, facility management department, procurement department, warehouse department, administration department, asset management department, information technology management department and internal control and internal audit department. The company has clearly defined the main responsibilities of each department through the Department and post description, and formed an organizational division system that performs its own duties, assumes its own responsibilities, cooperates with each other, restricts each other and links each other, so as to ensure that the authorization, execution, recording and asset maintenance and custody of various economic businesses are completed by different departments or individuals under the premise of mutual cooperation and supervision.
(3) Corporate culture
The company cultivates employees' positive values and sense of social responsibility, advocates honesty and trustworthiness, love and dedication, pioneering and innovative spirit and teamwork spirit, establishes modern management concept and strengthens risk awareness.
The company continuously strengthens the publicity and implementation of corporate culture through human resource management systems and regulations such as employee manual, as well as induction training and regular training for employees. Strengthen the internal control awareness and responsibility of all employees through the signing of the letter of commitment for integrity and compliance and the publicity and promotion of the internal control and compliance system.
(4) Social responsibility
The company adheres to the concept of sustainable development, continuously integrates the requirements of sustainable development into the company's daily management, improves responsibility management, improves product and service quality, leads innovative development, strengthens supply chain management, practices green environmental protection, protects labor rights and interests, helps employees develop, participates in social welfare and promotes the sustainable operation of the company.
2. Control activities
Based on the continuous adjustment of organizational structure and the continuous improvement of department functions, the company continuously strengthens the internal control of key business links, including but not limited to the following aspects:
(1) Sales and collection management
Combined with the actual business situation, the company has established a sales business management process, including a series of sales business links such as customer information management, sales pricing and discount, sales contract / order approval management, revenue recognition, invoicing and collection, accounts receivable and bad debt management, and carried out standardized management and control through project Invoicing progress analysis, accounts receivable aging analysis and other control measures, Manage the risk of revenue recognition and recovery of accounts receivable.
(2) Scientific research project management
With the help of information technology, the company has established the scientific research project management process to standardize the project initiation, progress management, experimental record and file management, project quality audit and delivery, project change management, project information security and confidentiality, etc. In scientific research project management, the company reasonably allocates professional and technical personnel to ensure that the project process is effective, safe and compliant, and the project delivery meets the requirements of customers.
(3) Human resources and salary management
The company has formulated human resource management policies such as employee manual, training management system, welfare management system, salary management system and human resource management process, and established a complete set of human resource management system from the aspects of employment, training, job rotation, assessment, reward and punishment, promotion and elimination. The company continues to recruit suitable personnel to reserve talents for the company; Through the employee training plan, carry out on-the-job skills training and cultural publicity and Implementation for employees such as safety, quality and compliance, constantly improve employees' competence and strengthen their professional ethics; By implementing the salary system and equity incentive plan with good incentive effect, we can fully mobilize the enthusiasm of employees and improve the operating efficiency of the company.
(4) Procurement and payment management
The company has formulated the procurement management system, which is applicable to all procurement business and defines the approval process and control measures for supplier evaluation, procurement application, procurement inquiry, contract management, procurement operation, acceptance management, problem order management, payment management and other links. Relevant business personnel handle business according to the specified approval authority and process, so as to ensure that all kinds of procurement meet the production and operation needs of the enterprise and also comply with the provisions of internal control. (5) Asset management
The company has established relevant processes for inventory, fixed assets and intangible assets management to standardize the acceptance and registration of assets, collection and distribution, allocation management, regular inventory and account reality verification, repair and maintenance, scrapping and disposal, safety inventory management, strictly restrict unauthorized personnel from contacting and disposing of the company's assets, and take measures such as regular inventory, property records and account reality verification by asset managers, Ensure the safety and integrity of the company's assets. (6) Import and export management
The company has formulated relevant management systems for import and export business and standardized the operation process of import and export business, including import and export business application and approval, transaction record registration, customs information review, document custody, logistics management, tax payment, follow-up management of supervised items, etc; By regularly organizing customs training, the customs professional knowledge of import and export business personnel is continuously updated to ensure the smooth and orderly development of import and export business, improve customs declaration efficiency and take into account business compliance.
(7) Project and facility management
The company has formulated the engineering project management system to standardize the control measures of engineering project initiation management, budgetary estimate management, engineering bid negotiation and procurement inquiry management, engineering construction progress, safety and quality management, engineering contract management, engineering payment management, engineering acceptance and settlement management, engineering project fixed assets transfer and other links, clarify the approval authority of important matters of engineering project management, and achieve the preparation and review of engineering budgetary estimate Incompatible positions such as project implementation and payment, final settlement and audit are separated from each other, and the monitoring of the whole process of project construction is strengthened to ensure the quality, progress and capital safety of the project. After the completion of the project, it shall be delivered to the facility management department for the daily maintenance and management of the company's facilities. The facility management department has established a facility management process to continuously optimize the inspection, maintenance, efficiency analysis and scrap disposal of facilities, so as to ensure that the company's facilities and laboratory equipment are in a good technical and organizational state, achieve the best comprehensive efficiency at the most economical cost, and support the normal and orderly operation of all departments.
(8) Contract and seal management
The company has formulated the contract management system, which regulates the business activities related to contract signing, contract approval, contract performance, contract change and dissolution, contract disputes and contract archiving, and clearly stipulates the approval and signing authority of various contracts of the company, so as to ensure the effectiveness of contract management. The company formulates the company seal management system, which clearly stipulates the classification and purpose of the company seal, the production, distribution, deactivation and destruction of the company seal, the receipt and storage of the company seal and the approval process for the use of the company seal, so as to effectively safeguard the interests of the company and avoid violations.
(9) Capital, tax and financial reporting management
The company formulates the financial management system to clarify the basic work norms of accounting, the responsibilities of the financial department and the setting of jobs, so as to ensure the standardized accounting work order. The finance department carries out basic accounting management in strict accordance with relevant regulations. The classification and format of accounting vouchers meet the management requirements and can carry out accounting and bookkeeping correctly and completely. In addition, the company has formulated the fund management process to regulate cash management, check management, bank account management, collection management, payment management, bank reconciliation management, internal fund lending management, loan management, financial product management, employee loan and expense reimbursement management, so as to ensure that personnel at all levels of the company handle business according to the specified approval authority and process. In accordance with the relevant provisions of the national accounting standards, accounting systems and the needs of the company's management, the company has formulated the accounting policy in line with the actual situation of the company, and standardized the workflow of financial report preparation, consolidation, internal audit, disclosure, submission, audit and financial analysis, so as to ensure that the financial report can correctly reflect the financial situation of the company.
(10) Information system management
The company establishes and continuously improves relevant management processes of information system, including but not limited to the development, use and maintenance of information system, system user authority management, data backup and disaster recovery, data security and protection, it asset management, office environment security management, etc. In view of information security risks, the company has formulated the employee information security manual and carried out system training and publicity.
(11) Foreign investment management
Based on the articles of association and relevant provisions of laws and regulations, the company has established the foreign investment management system, which has made clear provisions on the investment scope, approval authority, organization and management organization, decision-making procedures and management during implementation of major investment. In addition, on the basis of the foreign investment management system, the company has also formulated the financial derivatives trading business management system, which specifies the type and scale of financial derivatives trading, approval authority, operation specifications and processes, follow-up management, risk control and information disclosure. According to relevant regulations, the company and its subsidiaries do not conduct financial derivatives transactions solely for profit. All financial derivatives transactions are based on normal production and operation, relying on specific business operations, and for the purpose of hedging, avoiding and preventing commodity price fluctuation risks, exchange rate risks and interest rate risks. In 2021, the company's major investment decisions met the regulatory requirements and the provisions of relevant approval authorities in the company's system, and financial derivatives transactions
