Citic Securities Company Limited(600030)
About Fujian Cosunter Pharmaceutical Co.Ltd(300436)
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 “sponsor”) as the sponsor of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as ” Fujian Cosunter Pharmaceutical Co.Ltd(300436) ” or “company”) issuing A-Shares to specific objects on GEM in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the basic norms of enterprise internal control, and the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, The verification opinions on the self evaluation report on internal control of Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2021 (hereinafter referred to as the “evaluation report”) are as follows:
1、 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 units included in the evaluation scope include the parent company and holding subsidiaries, and the main subsidiaries are as follows:
(1) Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Pharmaceutical Sales Co., Ltd
(2) Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) e-commerce Co., Ltd
(3) Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Jintang Pharmaceutical Co., Ltd
(4) Fujian Guangsheng hospital Co., Ltd
(5) Fujian Huayi Internet hospital Co., Ltd. (formerly known as Fuzhou United Family Guangsheng women’s and children’s Hospital Co., Ltd.)
(6) Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) new drug R & D Co., Ltd
(7) Jiangsu Zhongxing Pharmaceutical Co., Ltd
(8) Fujian Cosunter Pharmaceutical Co.Ltd(300436) assisted reproduction overseas Co., Ltd
(9) Fujian Guangsheng Zhonglin Biotechnology 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.
2. The main businesses and matters included in the evaluation scope include: corporate governance and organizational structure, internal audit institution setting, human resources management, procurement and payment activities, sales and collection activities, production and inventory management, monetary fund management, fixed assets management, subsidiary management, related party transactions, external guarantee, use of raised funds, major investment and information disclosure.
(1) Corporate governance structure and organizational structure
In strict accordance with the company law, the securities law, relevant regulatory requirements and the provisions of the articles of association, the company has established a sound governance structure suitable for the development of the enterprise. The board of shareholders, the board of directors, the board of supervisors and the management have clear rights and responsibilities, check and balance each other, and operate well, forming a set of reasonable, complete and effective operation and management framework, laying a solid foundation for the long-term development of the company; The board of directors of the company has four professional committees: the Secretariat of the board of directors, the general manager, the remuneration and assessment committee, the nomination committee, the strategy committee and the Audit Committee; 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, the working system of independent directors, the working rules of the general manager, the working rules of the Secretary of the board of directors, the working rules of the audit Committee of the board of directors, the working rules of the nomination committee of the board of directors, the working rules of the strategy committee of the board of directors, the working rules of the remuneration and assessment committee of the board of directors and other systems have been established; Hiring relevant industry experts and professionals as independent directors plays a good role in promoting the further standardized operation.
In order to effectively plan, coordinate and control business activities, reasonably determine the form and nature of organizational units, implement the principle of separation of incompatible positions, scientifically divide the responsibilities and authorities within each organizational unit, and form a mutual check and balance mechanism.
(2) Establishment of internal audit institutions
The company has set up an audit committee under the board of directors and an audit department under the audit committee, which designates full-time personnel to be specifically responsible for the design of internal control system for business activities, supervise and inspect the implementation of internal control system, evaluate the effectiveness of internal control, report the internal control defects found in the supervision and inspection in accordance with the company’s internal audit procedures, and put forward corresponding improvement suggestions and handling opinions. Major defects in internal control found in the supervision and inspection can be directly reported to the board of directors and its audit committee to ensure the strict implementation of internal control and the normal operation of business activities.
(3) Human resource management
The remuneration and assessment committee established under the board of directors of the company is mainly responsible for formulating and reviewing the remuneration scheme and assessment standards of directors and managers of the company. The remuneration and assessment committee is directly responsible to the board of directors of the company. The company sets up a human resources department to be responsible for the management of the company’s human resources, establishes a series of human resources management systems, and clearly stipulates the responsibilities of the company’s functional departments, employee employment, probation, appointment and removal, post transfer, dismissal, handover, rewards and punishment and other matters, so as to ensure that the relevant personnel are competent; Formulate and implement talent training implementation plan to ensure that the management and all employees can effectively perform their duties; The company’s existing human resources policies can basically ensure the stability of human resources and the demand for human resources of all departments of the company.
(4) Procurement and payment activities
The company has strict procurement, acceptance, payment and payment procedures, and has formulated relevant operation and management systems for material and material procurement.
The purchase requisition department shall fill in the purchase application form for the company’s purchase, and the storage department shall determine the inventory. The purchase can be handled only after the application form is reviewed by the person in charge of the relevant department and approved by the authorized leader of the company. The company has established detailed and complete quotation data and paid attention to collecting new inquiry data to keep the quotation up-to-date. During the acceptance, the name, specification and quantity of materials must be consistent with the physical object. The acceptance personnel must fill in the warehousing form in time, and the unqualified materials and materials shall be notified to the procurement department for return or deduction in time. For the settlement between the company and suppliers, the procurement personnel of the procurement department shall submit the payment application according to the contract, agreement or supplier statement, which shall be reviewed by the person in charge of the relevant department, and the financial department shall report to the authorized leader for approval before performance payment.
(5) Sales and collection activities
According to the characteristics of sales and collection business process, the company sets up a series of systems such as sales management system and accounts receivable management system, including: Division of labor and authorization approval of each post, sales and delivery control, sales invoice issuance control, sales payment collection control and sales record control.
The company controls the credit of customers. When selecting customers, the credit management personnel of the sales department will evaluate the customers’ credit, fully understand and consider the customers’ reputation and financial status, so as to reduce the risk of bad debt of payment for goods. The sales business department is mainly responsible for processing orders, signing contracts, implementing sales and credit policies, and collecting payment for goods; The delivery business department is mainly responsible for reviewing whether the delivery documents are complete and handling the specific matters of delivery; The financial department is mainly responsible for the settlement and recording of sales funds, supervision and management of payment recovery; For overdue accounts receivable with invalid collection, the sales business department and the financial department shall apply for it, which shall be reviewed by the chief financial officer, reported to the authorized leaders and the board of directors for approval, written off or solved through legal procedures.
(6) Production and inventory
The company strictly implements the GMP quality system management standards and has established a series of production management systems. The full set of documents meet the requirements of the new version of GMP.
The production department shall prepare the production operation plan on schedule, clarify the responsibilities of each production post and implement the performance appraisal of all employees. Personnel, machinery and equipment, raw and auxiliary materials, process technology and production environment are under control. At the same time, the production and operation are under the daily supervision of the drug administration supervision department.
Local warehouse departments are responsible for warehouse management and material distribution, and strictly implement GMP, GSP and other relevant systems. The complete set of documents meets the requirements of the new version of GMP and GSP.
The company’s inventory related internal control system, carries out risk assessment on the business process related to the company’s financial report, and forms the internal control system and process manual. According to the business processes and risks related to finance, the inventory related management systems and processes such as financial management system, internal control system – inventory, warehouse management system, raw and auxiliary material warehousing and receiving management procedures, drug procurement warehousing, acceptance, storage, warehouse out review management system and inventory ERP management system are prepared. At present, the company’s inventory purchase, sales and inventory management is carried out through the information system Kingdee K3 wise. The relevant data can be carried forward automatically in real time without manual period end entry. Ensure that the circulation of documents and business records related to inventory purchase, sales and inventory meets the internal control requirements of the enterprise, so as to ensure that the inventory purchase, sales and inventory system is linked with the financial general ledger system, so as to ensure that the inventory purchase, sales and inventory is consistent with the financial general ledger system.
(7) Monetary Fund Management
For fund management, the company has established a perfect management system. On the one hand, strengthen the publicity of monetary fund management and process within the company, and specially train the cashier on post responsibilities and internal control process, so as to ensure that the cashier can record the cash journal and bank deposit journal in a timely manner every day; On the other hand, the company further improved the construction of the internal control system of monetary fund management, and strengthened the inspection and evaluation of the implementation of the internal control system and process. The company shall do a good job in fund management in strict accordance with relevant management systems, ensure that the use of the company’s funds conforms to the principles of rationality, efficiency and safety, and provide sufficient financial support for the development of the company.
The company has formulated a series of internal control measures for the acquisition, movement and disposal of fixed assets. The purchase and use of fixed assets approved by the company must comply with the regulations of the company’s management system. Self built fixed assets shall be implemented in accordance with the project management system. The purchase of fixed assets shall be subject to level by level approval procedures. The movement of fixed assets shall be reported for approval. The transfer form shall be filled in and signed by the parties concerned for confirmation. The scrapping or damage of fixed assets shall be approved by the relevant supervisor. For the fixed assets that are scrapped before their service life, it is necessary to check and analyze the reasons. At the end of the year, the financial department is responsible for a comprehensive inventory of all fixed assets of the company. In order to standardize the management of fixed assets and ensure the accuracy of the value of fixed assets and the safety and integrity of assets.
(9) Management of subsidiaries
The company has formulated the subsidiary management system, which has made clear provisions on the basic principles, operation norms, personnel management, financial management, investment management, information management, audit supervision, assessment, reward and punishment of subsidiary management, and formulated relatively standardized and perfect work systems and processes to strengthen the management of subsidiaries. The company manages its subsidiaries by appointing or recommending directors, supervisors and important senior managers of its subsidiaries. At the same time, it requires its subsidiaries to operate in accordance with relevant regulations, and clearly stipulates the reporting and deliberation procedures of major events; Implement a unified financial management system for subsidiaries and a financial personnel management system in which the company uniformly employs (or appoints) and manages the financial personnel in charge of subsidiaries.
The company has established a unified ERP system and OA platform for unified management from administration, production, procurement, sales, inventory and finance, so that the company’s management of subsidiaries can be effectively controlled.
(10) Related party transactions
The articles of association, the rules of connected transactions, 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 independent director system have made relatively complete institutional arrangements for the decision-making and information disclosure of connected transactions from different angles. Through the provisions of the above system, the company follows the principles of honesty, credit, equality, voluntariness, fairness, openness and fairness in the actual connected transactions to ensure that the connected transactions do not harm the interests of the company and unrelated shareholders.
(11) External guarantee
The company establishes the external guarantee management system, which follows the principles of legality, prudence, mutual benefit and safety, and strictly controls the guarantee risk. In case of external guarantee in the future, the company will require the guaranteed party to provide counter guarantee in principle, carefully judge the actual guarantee ability of the counter guarantee provider and the enforceability of the counter guarantee, the board of directors will carefully review the operation and reputation of the guaranteed party, and make decisions carefully in accordance with the external guarantee management system. (12) Use of raised funds
The company uses the raised funds according to the investment direction of the raised funds disclosed in the information and the resolutions and approval procedures of the board of directors and the general meeting of shareholders, and discloses the use and effect of the raised funds as required.
The deposit of the company’s raised funds shall adhere to the principle of centralized storage and easy supervision and management. Within one month after the raised funds are in place, sign a tripartite supervision agreement with the recommendation institution and the commercial bank storing the raised funds, report to the exchange for filing and announcement.
The raised funds shall be used for the purposes listed in the prospectus or the prospectus and shall not be changed without the approval of the general meeting of shareholders. When temporarily replenishing working capital, the idle raised funds shall be limited to the production and operation related to the main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements.
The company uses the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents. In case of any situation that seriously affects the normal progress of the investment plan of the raised funds, the company will report to the exchange and make an announcement in time. The company can only change the investment direction of the raised funds after the deliberation of the board of directors and the resolution of the general meeting of shareholders. In principle, the changed investment direction of the raised funds should be invested in the main business, and report to the exchange within 2 trading days and announce the reasons for the change and the opinions of the sponsor.
The company shall comprehensively check the progress of the investment projects with raised funds after the end of each fiscal year. The board of directors of the company shall comprehensively check the progress of raised investment projects every half a year and issue a special report on the storage and actual use of raised funds.
(13) Major investment
The company has established the foreign investment management system to effectively control investment affairs, so that the company’s investment management follows the principles of legality, prudence, safety and effectiveness, pays attention to controlling investment risks, effectively uses idle funds or other assets, and carries out appropriate capital expansion, so as to obtain better income and ensure the preservation and appreciation of assets.
(14) Information disclosure
In order to standardize the company’s information disclosure and ensure the authenticity, accuracy, integrity and timeliness of publicly disclosed information, the company has formulated a number of internal control systems related to information disclosure, which clearly stipulates the principles, contents, standards and procedures of information disclosure, the division of authority and responsibility of information disclosure, file management, information confidentiality measures, accountability and handling measures, etc.
The company’s information disclosure affairs are under the unified leadership and management of the board of directors. The chairman of the company is the first responsible person for the company’s information disclosure, and the Secretary of the board of directors is the direct responsible person. The Securities Investment Department of the company is the management department of the company’s information disclosure affairs, which is specifically responsible for information disclosure and investor relations management, and has set up investor communication channels such as contact number, website and e-mail to strengthen interaction and communication with investors. The company has established more effective information communication and feedback channels, and the internal control of the information system has certain integrity, rationality and effectiveness.
(II) basis of internal control evaluation and identification standard of internal control defects
According to the company’s internal control
