Securities code: Sirio Pharma Co.Ltd(300791) securities abbreviation: Sirio Pharma Co.Ltd(300791) announcement Code: 2022017 securities code: 123113 securities abbreviation: xianle convertible bonds
2021 internal control self-evaluation report and relevant opinion announcement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the “enterprise internal control normative system”), combined with Sirio Pharma Co.Ltd(300791) (hereinafter referred to as the “company”) internal control system and evaluation methods, on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the company’s internal control on December 31, 2021 (the benchmark date of the internal control evaluation report).
1、 Important statement
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report in accordance with the provisions of the enterprise’s internal control standard system. 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 company’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 the 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 the enterprise’s strategic objectives. Due to the inherent limitations of internal control, it can only provide reasonable assurance 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.
2、 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 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. 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.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
3、 Internal control evaluation
(I) basis of internal control evaluation
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the basic norms of enterprise internal control and its supporting guidelines, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the requirements of relevant internal rules and regulations of the company, the company organizes and carries out internal control evaluation.
(II) principles of internal control evaluation
1. The principle of comprehensiveness. Internal control runs through the whole process of decision-making, supervision and implementation, covering all businesses and matters of the company.
2. Principle of importance. Internal control focuses on important business matters and high-risk areas on the basis of comprehensive control.
3. Principle of checks and balances. Internal control restricts and supervises each other in terms of governance structure, institutional setting, distribution of rights and responsibilities and business processes, while taking into account operational efficiency.
4. Principle of adaptability. The internal control shall adapt to the company’s business scale, business scope, competition and risk level, and shall be adjusted in time with the changes of the situation.
5. Cost benefit principle. During the construction and implementation of internal control, we should weigh the implementation cost and expected benefits to achieve effective control at an appropriate cost.
(III) 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. The units included in the evaluation scope include: Sirio Pharma Co.Ltd(300791) and its holding subsidiaries: Sirio nutrition Co., Ltd. Sirio Pharma Co.Ltd(300791) Technology (Anhui) Co., Ltd., xianle Biotechnology (Shanghai) Co., Ltd., xianle Holding Co., Ltd., weilewei Health Industry Co., Ltd., Guangdong qianbaida Health Industry Co., Ltd., xianle International Co., Ltd., Sirio overseas verwaltungs GmbH, Sirio overseas GmbH & Co. kg Ayanda verwaltungs GmbH, ayanda GmbH, Guangzhou xianle Yijian health industry investment partnership (limited partnership), Guangdong Heshi Biotechnology Co., Ltd. and xianle (Shanghai) Life Technology Co., Ltd. have 14 subsidiaries (grandchildren). 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, and the total operating revenue accounts for 100% of the operating revenue in the company’s consolidated financial statements.
The main businesses and matters included in the evaluation scope include: corporate governance structure, corporate culture, organizational structure, management philosophy and style, internal audit, distribution of functions and responsibilities, human resources, fund management, financial report, asset management, sales management, purchase management, foreign investment management, production management, subsidiary management, raised funds management, information disclosure, etc.
The high-risk areas of focus mainly include: market competition risk, major fluctuation risk of raw material price, bad debt risk of accounts receivable and technical risk.
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.
4、 Basic information of internal control
(I) control environment
The company’s control environment reflects the attitude of the governance and management towards the importance of control. The quality of the control environment directly determines whether the internal control system can be implemented smoothly and the effect of implementation. Based on the basic concept of standardized operation, the company is actively trying to create a good control environment, which is mainly reflected in the following aspects: 1. Corporate governance structure
The board of directors of the company formulated and revised the Sirio Pharma Co.Ltd(300791) articles of association, the rules of procedure of Sirio Pharma Co.Ltd(300791) shareholders’ meeting in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and the self regulatory guidelines for companies listed on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM Basic systems such as rules of procedure of Sirio Pharma Co.Ltd(300791) board of directors and rules of procedure of Sirio Pharma Co.Ltd(300791) board of supervisors have formed a corporate governance structure with clear rights and responsibilities, each performing its own responsibilities, mutual checks and balances and coordinated operation. In order to improve the corporate governance structure, establish a modern enterprise system, clarify the responsibilities of all parties, form effective governance, and give full play to the normative and promoting role of good corporate governance on the company, the company has established and improved the “three meetings” governance structure including the general meeting of shareholders, the board of directors and the board of supervisors.
The general meeting of shareholders is the highest authority of the company, which is responsible for formulating the development strategy, business policy and investment plan of the company, making decisions on the internal control of the company as a whole, ensuring that all shareholders, especially small and medium-sized shareholders, enjoy equal status through the rules of procedure, and ensuring that all shareholders can fully exercise their rights.
The board of directors is not only the daily decision-making body of the company, but also the executive body of the resolutions of the general meeting of shareholders. It is specifically responsible for the establishment, improvement, specific implementation and effect evaluation of the company’s internal control system. The internal control is effectively supervised through the four special committees and the audit department.
The board of directors includes three independent directors, who independently supervise the company’s internal control in related party transactions, external guarantees, executive compensation, major investments and other major aspects, and express independent opinions to ensure the effective implementation of internal control.
The board of supervisors is the company’s supervisory body, which supervises the company’s internal control, supervises the work of the board of directors, management and the company’s finance, and puts forward suggestions for improvement and improvement to promote the further improvement of the company’s internal control.
2. Corporate culture
The company takes “leading nutrition technology and adding value to health” as its corporate mission. For the society, the company is committed to providing effective nutritional products based on science and contributing to the improvement of human nutrition and health; For the industry, the company is committed to the intensive research of nutrition science and technology, and makes continuous efforts to improve the overall scientific and technological level of nutrition and health industry and the social recognition of the industry; For employees, the company’s employees should be proud of being industry leaders and adding value to human health.
3. Organizational structure
In order to effectively plan, coordinate and control business activities, the company has reasonably determined the form and nature of organizational units, implemented the principle of separation of incompatible positions, scientifically divided the responsibilities and authorities within each organizational unit, and formed a mutual check and balance mechanism. At the same time, we will earnestly achieve “five independence” from the controlling shareholder of the company. 4. Management philosophy and business style
The management of the company is responsible for the operation of the enterprise and the formulation, implementation and supervision of business strategies and procedures. The board of directors and the audit committee shall effectively supervise them. The management attached great importance to internal control, including information technology control, information management personnel and accounting personnel, and timely and properly handled the reports of internal control weaknesses and violations received.
5. Internal audit
In order to strengthen the company’s internal audit management and improve the quality of audit work, the company has established an audit department with full-time personnel in accordance with relevant laws and regulations and the relevant provisions of Sirio Pharma Co.Ltd(300791) articles of association and in combination with the actual situation of the company. Under the leadership of the audit committee of the board of directors, the full-time personnel of the Audit Department of the company supervise and inspect the business activities of the company and its subsidiaries, the design, implementation and effectiveness of internal control system. For the internal control defects found in the supervision and inspection, put forward corresponding improvement suggestions and handling opinions according to the company’s internal audit procedures, and regularly follow up the improvement of control defects. Through independent and objective supervision and evaluation activities of internal audit, review and evaluate the soundness and effectiveness of the company’s internal control system, effectively reduce internal control risks, effectively improve management efficiency and operation efficiency, and provide a strong guarantee for preventing asset loss, resource waste and optimizing organizational structure and process.
6. Distribution of authority and responsibility
According to the internal control management system and the management system of each department, the company adopts the method of assigning control responsibilities to individuals, establishes a set of authorization mechanism for performing specific functions (including transaction authorization), and ensures that everyone clearly understands the reporting relationship and responsibilities. In order to effectively control the authorized use and supervise the company’s activities, the company has gradually established an internal control system, which can modify the control policies of the accounting system in a timely manner according to the changes of the situation. The financial department reasonably ensures that business activities are carried out in accordance with appropriate authorization through various measures; Reasonably ensure that transactions and events can be recorded in appropriate accounts in a timely manner with the correct amount in the appropriate accounting period, so that the preparation of financial statements meets the relevant requirements of accounting standards.
(II) risk assessment process
The company has formulated long-term business objectives, supplemented by specific strategies and business process plans to clearly convey the business objectives to every employee. The company has established an effective risk assessment management system and an administrative supervision department to identify and respond to major and generally influential changes that the company may encounter, including business risks, environmental risks, financial risks and so on.
(III) information system
Communicate with the company to clarify the collection, processing and transmission procedures and transmission scope of information related to internal control, and do a good job in the reasonable screening, verification, analysis and integration of information to ensure the timeliness and effectiveness of information. The use of modern information platforms such as network communication makes the information transmission between management, departments, business units and employees and management more rapid and smooth, and the communication more convenient and effective.
The company has established effective communication channels and mechanisms for suspicious inappropriate matters and behaviors, so that the management can effectively communicate with employees’ responsibilities and control responsibilities. The adequacy of internal communication enables employees to effectively perform their duties, communicate effectively with customers, suppliers, regulators and other outsiders, and enable the management to take timely and appropriate further actions in the face of various changes.
(IV) control activities
The company has necessary control policies and procedures for its main business activities. The management has clear objectives for revenue, profit, other financial and operating performance. The company has clear records and communication on these objectives, and actively monitors them. The financial department has established appropriate protection measures to reasonably ensure that the contact, recording and disposal of assets are properly authorized; Reasonably ensure that the book assets are consistent with the actual assets on a regular basis.
In order to reasonably ensure the realization of various objectives, the company has established relevant control procedures, mainly including human resources, fund management, financial report, asset management, sales management, procurement management, foreign investment management, production management, subsidiary management, raised funds management, information disclosure, etc.
1. Human resources
The company has established and implemented more scientific personnel management systems such as employment, training, assessment, reward and punishment, promotion and elimination, and hired enough personnel to complete the assigned tasks. The company’s general manager held regular meetings on the company’s daily work and other important issues of the company’s production and marketing departments, and timely solved the problems existing in the company’s production and marketing management process.
2. Fund management
The company conducts management and fund collection and payment in strict accordance with the Interim Regulations on cash management and other relevant provisions. The company has established strict authorization and approval procedures for the revenue and expenditure and custody of monetary funds, and the post responsibility system and authorization and approval system of monetary funds business are standardized and effective. In terms of post setting, the company ensures the separation of incompatible posts. The company has formulated the settlement procedures of monetary funds in accordance with the payment and settlement measures of the people’s Bank of China and relevant regulations to ensure that the payment of monetary funds is approved in strict accordance with the procedures. The company regularly or irregularly makes an inventory of monetary funds and bank reconciliation to ensure that the cash book balance is consistent with the actual situation. During the reporting period, the company did not have any major inappropriateness affecting the safety of funds.
3. Financial Report
The company has formulated in accordance with the company law of the people’s Republic of China, the accounting law of the people’s Republic of China, the accounting standards for business enterprises, the norms of internal accounting control – basic norms and other laws and regulations
