Haitong Securities Company Limited(600837) about
Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Verification opinions on self-evaluation report of internal control in 2021
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as the sponsor of Jilin West Point Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as "West Point pharmaceutical" or "company") for initial public offering and listing on GEM, In accordance with the requirements of laws, regulations and normative documents such as 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 guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and the basic norms of enterprise internal control, the self-evaluation report of internal control in 2021 was verified, The details are as follows:
1、 Internal control evaluation
(I) evaluation scope of internal control
The company determines the businesses and matters included in the evaluation scope and high-risk areas according to the risk oriented principle. 1. The main operations and matters included in the scope of evaluation include:
(1) Corporate governance includes organizational structure and corporate culture;
(2) The company's business activities include procurement business, sales business, production business, R & D expenditure, capital business, asset management, engineering projects, investment business, contract management, financial reporting, etc.
2. High risk areas of focus include:
(1) Risk of market price fluctuation of raw materials in procurement;
(2) Price fluctuation and commercial bribery risk in sales;
(3) Safety and regulatory risks in production;
(4) R & D expenditure accounting scope and capitalization judgment risk in R & D;
(5) Risk of project cost collection and fund payment.
The above 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 carries out internal control evaluation according to the enterprise internal control standard system, and continuously improves and optimizes the company's internal control system to adapt to the changing external environment and the requirements of internal management. According to the identification requirements of the enterprise internal control standard system for major defects, important defects and general defects, combined with the factors such as the company's size, industry characteristics, risk preference and risk tolerance, the board of directors of the company distinguished the internal control of financial reports from the internal control of non-financial reports, studied and determined the specific identification standards of internal control defects applicable to the company by combining quantitative and qualitative methods, and kept consistent with the previous years.
The internal control standards of the company are determined as follows:
Defect identification standard
Category financial report non-financial Report
Signs of significant deficiencies in financial reporting include:
(1) Directors, supervisors and senior managers of the company
Cheating;
(2) There are significant misstatements in the financial report, which have been corrected by the company
Published financial reports; If the possibility of defects is high, it will seriously reduce the efficiency or effect of the audit committee and the audit department on the company's external work, or the uncertain financial report and internal control supervision of financial report will be ineffective. It is a major defect that causes or causes it to deviate seriously from the expected goal. Signs of significant defects in financial reports include: if the possibility of defects is high, it will significantly reduce (1) the uncertainty standard policies that fail to select and apply accounting efficiency or effect in accordance with generally accepted accounting standards, or significantly increase the effect; Qualitative or significant deviation from the expected goal is an important deficiency (2) no anti fraud procedures and control measures have been established; Sink;
(3) For the accounting treatment of unconventional or special transactions, if the possibility of defects is small, it will reduce the work, establish corresponding control mechanism or fail to implement and have no efficiency or effect, or increase the uncertainty of effect, or corresponding compensatory control; Making it deviate from the expected goal is a general defect;
(4) There is a problem in the control of the financial reporting process at the end of the period
One or more defects and the preparation of financial statements cannot be reasonably guaranteed
The report achieves the goal of authenticity and integrity.
General defect: it does not constitute a major defect or an important defect
Other internal control defects of the company.
(1) (1) if one of the following conditions is met, it can be recognized as major defect: major defect:
Total profit potential misstatement ≥ 3% of total profit potential misstatement ≥ 3% of total profit
Potential misstatement of total assets ≥ 1% of total assets potential misstatement of total assets ≥ 1% of total assets
Potential misstatement of operating revenue ≥ total operating revenue potential misstatement of operating revenue ≥ total operating revenue
1% 1%
(2) If one of the following conditions is met, it can be identified as one of the following serious defects:
Total profit potential misstatement total profit 1% ≤ misstatement ＜ total profit potential misstatement total profit 1% ≤ misstatement ＜ total profit 3% total profit 3%
Total assets potential misstatement total assets 0.5% ≤ misstatement ＜ total assets potential misstatement total assets 0.5% ≤ misstatement ＜ total assets 1% total assets 1%
Potential misstatement of operating revenue 0.5% of total operating revenue ≤ potential misstatement of operating revenue 0.5% of total operating revenue ≤ misstatement 1% of total operating revenue 1% of total operating revenue
(3) If one of the following conditions is met, it can be recognized as one (3) if one of the following conditions is met, it can be recognized as general defect:
Potential misstatement of total profit ＜ 1% of total profit potential misstatement of total profit ＜ 1% of total profit
Potential misstatement of total assets ＜ 0.5% of total assets potential misstatement of total assets ＜ 0.5% of total assets
Potential misstatement of operating revenue ＜ total operating revenue potential misstatement of operating revenue ＜ total operating revenue
0.5% 0.5%
Note: the financial index values mentioned in the above quantitative standards are the latest audited consolidated statement data of the company.
(III) overall situation of internal control system
1. Internal environment
(1) Governance structure
In accordance with the requirements of the company law, securities law and other laws, administrative regulations and departmental rules, the company has established a standardized corporate governance structure and rules of procedure, formulated various rules and systems in line with the company's development, clarified the responsibilities and powers in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism. The general meeting of shareholders, the board of directors and the board of supervisors exercise decision-making power, executive power and supervision power respectively according to their duties. The general meeting of shareholders enjoys the legal rights stipulated in laws and regulations and the articles of association, and exercises the decision-making power on major matters such as the company's business policy, fund-raising, investment and profit distribution according to law. The board of directors shall be responsible to the general meeting of shareholders and exercise the business decision-making power of the enterprise according to law. The board of directors has set up four special committees: audit, nomination, remuneration and assessment and strategy to improve the operation efficiency of the board of directors. Professional matters should first be approved by the special committee and then submitted to the board of directors for deliberation, so as to facilitate independent directors to better play their role. The board of supervisors is responsible to the general meeting of shareholders and is responsible for supervising the company's operation, finance, the performance of senior executives and the business of subsidiaries. The management is responsible for organizing and implementing the resolutions of the general meeting of shareholders and the board of directors, and presiding over the daily operation and management of the enterprise. The above-mentioned institutions of the company have clear rights and responsibilities, mutual independence, mutual checks and balances and standardized operation.
(2) Organization
At present, the company has new product R & D center, quality assurance department, equipment power department, production department, material management department, marketing center, finance department, securities department, audit department, human resources department and other departments, and formulates various management systems to ensure the normal and orderly operation of the company and prevent business risks.
(3) Internal audit
An audit committee is established under the board of directors to be responsible for the communication, supervision and verification of internal and external audit. The company sets up an audit department as the internal audit department to inspect and supervise the authenticity and integrity of the company's financial information and the establishment and implementation of internal control system. The audit department is responsible to the audit committee and reports to the audit committee.
The audit department is independent of the management. According to the audit work plan, by carrying out routine project audit, special audit or special investigation, the audit department supervises and checks the effectiveness of the company's internal control design and operation, evaluates the efficiency and effect of the internal control design and implementation, and promotes the continuous improvement and improvement of the quality of internal control work. Report the internal control defects found in the audit or investigation to the board of supervisors, the audit committee or the management according to the severity of the problems, and urge relevant departments to take positive measures to rectify them. During the reporting period, the internal control work was effectively carried out to ensure the healthy and orderly development of the company.
(4) Human resources policy
According to relevant national regulations and policies and in combination with the actual situation of the company, the company has formulated the personnel management system for the purpose of introducing, cultivating and motivating talents in terms of human resource management, which stipulates the personnel policies such as the company's employee work guidelines, the company's employee discipline, employee entry and employment management, employee resignation management, employee training management and personnel file management. In terms of salary and welfare system, the company has formulated internal control systems for salary distribution, such as salary management system and annual performance evaluation measures. The establishment and implementation of the system has improved the company's personnel and salary distribution policies, attracted excellent talents, improved the employees' business skills and comprehensive quality, mobilized the employees' enthusiasm and promoted the development and growth of the company.
(5) Corporate culture
The company has built a corporate culture system covering ideals, beliefs, values, codes of conduct and ethics. With "enthusiasm, loyalty, persistence and innovation" as the core values, the company is committed to developing the pharmaceutical industry, contributing to the society with excellent products, and striving to make new contributions to human health.
In order to cultivate and shape employees, establish core values and further strengthen the construction of corporate culture, the company organizes the selection of the company's best employees every year to set an example and influence and drive the common progress of all colleagues in the company; The human resources department of the company publicizes the corporate culture, publicizes the achievements of the company, conveys the aspirations of employees, and enhances the employees' sense of belonging and honor; The company regularly organizes rich and diverse cultural activities to make employees feel the warmth and care of the big family of the company.
2. Risk assessment
In order to promote the sustainable, healthy and stable development of the company and achieve its business objectives, the company comprehensively, systematically and continuously collects relevant information according to the established development strategy and in combination with different development stages and business expansion, timely carries out risk assessment, risk identification and risk analysis, and adjusts risk response strategies accordingly.
All functional departments of the company collect information according to their own functions, regularly report the current data information to the competent leaders, and provide comprehensive statistical data and analysis reports, so that the management of the company can timely understand the production and operation status of the company, and provide basis for material procurement, technical decision-making and management of the company. The management of the company holds weekly operation and management meetings to timely summarize and analyze the company's production and operation, material procurement, R & D project progress, capital operation and other aspects, make judgments and decisions on important matters in combination with the market situation, and arrange further work. The company holds annual operation analysis meeting and budget meeting every year to analyze various economic data, reveal the current production and operation of the enterprise, submit analysis report on the future development of the company in combination with relevant national industrial policies and macroeconomic policy information, formulate production and operation policies and objectives for the next year, and revise specific implementation steps and implementation plans accordingly.
3. Control activities
(1) Establish and improve the system
In accordance with the provisions of the law of the people's Republic of China on the administration of internal affairs, the law of the people's Republic of China on the administration of internal affairs, the law of the people's Republic of China on the administration of internal affairs of the company and the general rules on the administration of internal affairs of the company, the law of the people's Republic of China on the administration of internal affairs of the board of directors and the general rules on the administration of internal affairs of the company, the law of the people's Republic of China on the administration of
