Huaying Securities Co., Ltd
About Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Verification opinions of internal control evaluation report in 2021
Huaying Securities Co., Ltd. (hereinafter referred to as “Huaying securities” and “sponsor”) as the continuous supervision organization of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as ” Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) ” or “the company”), in accordance with the measures for the administration of securities issuance and listing sponsor business The internal control evaluation report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) on 2021 has been verified in accordance with the requirements of relevant laws and regulations, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the details of the verification are as follows:
1、 Verification work carried out by the recommendation institution
The sponsor checked the internal control evaluation report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 on the basis of reasonable evaluation of the integrity, rationality and effectiveness of the company’s internal control by consulting the meeting materials of the company’s general meeting, the board of directors, the board of supervisors and other meetings, consulting various businesses and management systems related to the company’s financial report, and communicating with the company’s internal auditors and senior managers.
2、 Self assessment conclusion of the company’s internal control
1. Whether the company has any major defects in internal control over financial reporting on the benchmark date of internal control evaluation report □ yes ☑ no
2. Evaluation conclusion of internal control over financial reporting
☑ Valid □ invalid
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 internal control 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. 3. Whether significant defects in internal control over non-financial reporting are found
□ yes ☑ no
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.
4. Factors affecting the evaluation conclusion of internal control effectiveness from the base date of internal control evaluation report to the date of issuance of internal control evaluation report.
□ applicable ☑ Not applicable
3、 Internal control evaluation
(I) evaluation scope of internal control
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas.
1. The main units included in the assessment include the parent company and all subsidiaries that are included in the scope of the assessment, including the parent company and all subsidiaries that are included in the scope of the merger, specifically as follows: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) company Nuotai International Co., Ltd.
2. Proportion of units included in the scope of evaluation:
Proportion of indicators%
The total assets of the units included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements
The total operating income of the units included in the evaluation scope accounts for 100% of the total operating income in the company’s consolidated financial statements
3. The main operations and matters included in the scope of evaluation include:
Corporate Governance: organizational structure, development strategy, human resources, social responsibility and corporate culture; Business process level: capital activities, investment activities, sales management (accounts receivable), costs, engineering construction, procurement management, asset management (inventory and fixed assets), financial report preparation, related party transactions, comprehensive budget, contract management, information system, etc.
4. The high-risk areas of focus mainly include:
Accounts receivable management, inventory, engineering construction, major investment business, working capital, R & D risk, product quality risk, production management risk, financial reporting risk, human resources risk, safety risk, etc.
5. 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 company organizes and carries out internal control evaluation according to the enterprise internal control standard system and in combination with various internal systems, processes, guidelines and other relevant provisions of the company.
According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, and in combination with factors such as the company’s size, industry characteristics, risk preference and risk tolerance, the board of directors of the company distinguished internal control over financial reports from internal control over non-financial reports, studied and determined specific identification standards for internal control defects applicable to the company, which were consistent with those in previous years.
The identification standards of internal control defects determined by the company are as follows:
1. Identification criteria for defects in internal control over financial reporting
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
The quantitative standard takes the total profit and total assets as the measurement indicators. If the loss that may be caused by the defect of internal control is related to the income statement, it shall be measured by the total profit index. If the amount of financial misstatement that may be caused by the defect alone or in combination with other defects is less than 1% of the total profit, it is recognized as a general defect; If it exceeds 1% but less than 5% of the total profit, it is an important defect; If it exceeds 5% of the total profit, it is recognized as a major defect. Losses that may be caused or caused by internal control defects related to asset management shall be measured by the total asset index. If the amount of financial report misstatement that may be caused by the defect alone or in combination with other defects is less than 0.5% of the total assets, it is recognized as a general defect; If it exceeds 0.5% but less than 1% of the total assets, it is recognized as an important defect; If it exceeds 1% of the total assets, it is recognized as a major defect.
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Signs of significant deficiencies in financial reporting include:
1. The enterprise corrects the published financial report;
2. The certified public accountant finds that there is a material misstatement in the current financial report, but the internal control fails to find the misstatement in the operation process;
3. The supervision of the enterprise audit committee on the company’s external financial report and the internal control of financial report is invalid;
4. Failure of control environment at the company level.
Signs of significant deficiencies in financial reporting include:
1. The certified public accountant found that there was a general misstatement in the current financial report, but the internal control failed to find the misstatement in the operation process;
2. There are important defects in the supervision of internal control by enterprise audit committee and internal audit institutions.
General defects refer to other control defects other than the above major defects and important defects.
2. Identification standard of internal control defects in non-financial reporting
The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
The quantitative standard for the evaluation of internal control defects in non-financial reporting is that the amount of direct loss is less than 0.3% of the total assets, which is recognized as a general defect; If it is greater than 0.3% but less than 0.5% of the total assets, it is recognized as an important defect; If it is greater than 0.5% of the total assets, it is recognized as a major defect.
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Under the following circumstances, it can be identified as a major defect, and under other circumstances, it can be identified as a major defect or a general defect according to its degree of influence.
1. The lack of decision-making procedures leads to major mistakes;
2. Severe punishment for violation of national laws and regulations;
3. Serious loss of middle and senior managers and senior technicians;
4. Negative news frequently appeared in the media, which affected a wide range, attracted the attention of relevant departments and launched investigations;
5. Lack of system control or system failure of important business;
6. Fraud by directors, supervisors and senior managers;
7. Major defects in internal control have not been rectified.
(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 did not have 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, no major defects and important defects in the company’s internal control over non-financial reports were found during the reporting period.
4、 Description of other major matters related to internal control
The company has no explanation of other major matters related to internal control.
5、 Verification opinions on the internal control evaluation report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021
After verification, Huaying Securities believes that: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) the existing internal control system meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, and maintains effective internal control related to enterprise business and management in all major aspects; The internal control evaluation report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 fairly 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 and seal page of the verification opinions of Huaying Securities Co., Ltd. on the internal control evaluation report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021)
Sponsor representative:
Wu Yi, Shi Zonghan
Huaying Securities Co., Ltd
