Wanbangde Pharmaceutical Holding Group Co.Ltd(002082)
Self evaluation report on internal control in 2021
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the enterprise internal control standard system), combined with the company’s (hereinafter referred to as the company’s) 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 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 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 work 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. The main units included in the evaluation scope include the company and its subsidiaries.
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 total operating revenue in the company’s consolidated financial statements;
The main businesses and matters included in the evaluation scope include: corporate governance, organizational structure, internal audit, human resource management, corporate culture construction, related party transactions, external guarantee, external investment, cost management, asset management, financial report, etc.
The high-risk areas of focus mainly include: related party transactions, external guarantee, major investment, cost management, asset management, 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.
(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 the company’s current rules and regulations.
In 2021, the company completed major asset restructuring related to stripping aluminum processing business, and the asset structure and business scale of the company changed greatly compared with the previous year. The board of directors distinguished internal control over financial reporting from internal control over non-financial reporting according to the identification requirements of the enterprise’s internal control standard system for major defects, important defects and general defects, and in combination with factors such as the size of the company, industry characteristics, risk preference and risk tolerance, The research determined the new specific identification standard of internal control defects applicable to the company. The new internal control defect identification standards 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:
Evaluation benchmark major defect quantitative standard important defect quantitative standard general defect quantitative standard
3% of total profit ≤ misstatement amount ＜ profit
Total profit misstatement amount ≥ 5% of total profit misstatement amount 3% of total profit 5% of total profit
0.5% of total operating revenue ≤ amount of misstatement total operating revenue amount of misstatement ≥ 1% of total operating revenue
0.5% of 1% of total operating income
0.5% of total assets ≤ misstatement amount misstatement amount total assets of total assets misstatement amount ≥ 1% of total assets
1% 0.5% of total output
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Qualitative criteria for defect limitation
Major defects: major misstatement in the financial report cannot be prevented, discovered and corrected in time due to individual defects or other defects. The following circumstances are identified as major defects: (1) major defects in the fraud of directors, supervisors and senior managers of the company
Behavior; (2) Material misstatement in the current financial report found by the certified public accountant but not identified by the company’s internal control; (3) The supervision of the audit committee and the audit department on the company’s external financial report and internal control over financial report is invalid.
Important defects: individual defects or together with other defects lead to the failure to prevent, detect and correct the misstatement in the financial report that should be paid attention to by the board of directors and management although it does not meet or exceed the material misstatement standard.
The following circumstances are recognized as important defects: (1) failure to select and apply accounting policies in accordance with generally accepted accounting standards; (2) No important defect of anti fraud
Procedures and control measures; (3) No corresponding control mechanism has been established or implemented for the accounting treatment of unconventional or special transactions, and there is no corresponding compensatory control; (4) There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the true and complete goal.
General defects: other internal 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:
Major defects of evaluation benchmark major defects general defects
5 million yuan ≤ loss amount ＜ 1000
Direct property loss amount ≥ 10 million yuan, loss amount 5 million yuan
Ten thousand yuan
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Qualitative criteria for defect limitation
Major defects: lack of “three important and one big” decision-making procedures; Unscientific decision-making procedures lead to major mistakes; Violation of national laws and regulations and punishment; Lack of institutional control or systematic failure of important business, and lack of effective compensatory control; Medium and advanced major defects
Serious loss of managers and senior technicians; The results of internal control evaluation, especially major defects, have not been rectified; Other situations that have a significant negative impact on the company.
Important defects: there are “three important and one big” decision-making procedures, but they are not perfect; Unscientific decision-making procedure leads to general mistakes; Major defects violate the internal rules and regulations of the enterprise, resulting in losses; Failure to establish anti fraud system, procedures and control measures; Defects in important business systems or systems; Serious loss of business personnel in key positions; The results of internal control evaluation, especially the important defects, have not been rectified;
Qualitative criteria for defect limitation
Other situations that have a great negative impact on the company.
General defects: the efficiency of decision-making procedure is not high; Defects in general business system or system; Loss of business personnel in general posts and general defects
Heavy; General defects have not been rectified; Violation of internal regulations, but no loss.
(III) overall situation of the company’s internal control
1. Control environment
(1) Corporate governance structure
In strict accordance with the requirements of the company law and other laws and regulations, the company has established and improved governance institutions, rules of procedure and decision-making procedures such as the general meeting of shareholders, the board of directors and the board of supervisors, and performed various duties specified in the company law and the articles of association.
The general meeting of shareholders of the company is composed of all shareholders of the company and is the highest authority of the company. To exercise and decide the company’s business policy, major investment, financing, guarantee and other decisions according to law; Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors; Review and approve the company’s annual financial budget plan and final account plan; Review and approve the company’s profit distribution plan and loss recovery plan; Make resolutions on the merger, division, dissolution, liquidation, increase or decrease of the registered capital of the company; Amend the articles of association, etc.
The board of directors is the operation decision-making body of the company, which is elected or replaced by the general meeting of shareholders. The board of directors is responsible for implementing the decisions made by the general meeting of shareholders and reporting to the general meeting of shareholders. The board of directors shall exercise the following functions and powers: convene the general meeting of shareholders; Formulate budget and final account plans and profit distribution plans; Formulate the amendment plan of the articles of Association; Formulate the basic management system of the company; Appoint or dismiss the general manager and Secretary of the board of directors of the company, appoint or dismiss the deputy general manager, chief financial officer and other senior managers of the company according to the nomination of the general manager, and decide on their remuneration, rewards and punishments; Decide on the company’s business plan, investment plan and the establishment of internal management organization; Propose to the general meeting of shareholders to appoint or replace the accounting firm, etc. When the board of directors is not in session, the board of directors authorizes the chairman to exercise some functions and powers of the board of directors. At the same time, the company has a strategy committee, a nomination committee, a salary and assessment committee and an audit committee to participate in corporate governance.
The board of supervisors is the supervisory organ of the company, which is responsible for and reports to the general meeting of shareholders. It is mainly responsible for supervising whether directors and senior managers violate laws and regulations and infringe on the interests of the company and shareholders when performing their duties, and inspecting the financial situation of the company.
Regulate the relationship between the controlling shareholder and the company, separate the institutions, personnel, assets, finance and business between the controlling shareholder and the company, and the controlling shareholder only enjoys the rights of the contributor in accordance with the requirements of laws and regulations.
Establish the general manager responsibility system under the leadership of the board of directors. In accordance with the provisions of the articles of association, the company’s senior managers (including the general manager, deputy general manager, chief financial officer and Secretary of the board of directors) shall be appointed and dismissed by the board of directors. The general manager is the person in charge of the company’s management. The board of directors authorizes the general manager to make decisions within a certain limit in terms of major business, large capital lending and cash payment, signing of engineering contracts, etc. The deputy general manager and other senior managers are responsible for handling the work under the leadership of the general manager.
(2) Organization of the company
According to the division of responsibilities and in combination with the actual situation of the company, the company has established functional departments such as finance department, administrative personnel department, general manager’s office, audit department, legal department and securities affairs department, clearly defined the main responsibilities of each department, and formed an organizational structure of performing their respective duties, assuming their respective responsibilities, mutual cooperation, mutual restriction and interlocking. (3) Internal audit
In accordance with the rules of procedure of the audit committee of the board of directors and other provisions, the audit committee of the company guides the internal audit, supervises and evaluates the work of the external audit institutions, reviews and comments on the company’s financial reports, evaluates the effectiveness of internal control, and coordinates the communication between the management, the internal audit department and relevant departments and the external audit institutions.
The Audit Department of the company is responsible for and reports to the board of directors of the company, and accepts the guidance and supervision of the audit committee in business. The company has formulated relevant systems of internal audit and defined that the audit department, as the main internal supervision organization, has the following main responsibilities: assisting the audit committee to perform its supervision responsibilities on enterprise risk management and internal control management; Conduct audit investigation on specific matters related to economic activities and report the investigation results to the board of directors; Establish and improve the company’s risk management system; Organize and carry out the company’s daily risk identification and assessment, coordinate cross departmental risk management issues, and supervise
