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Tianyuanquan certified public accountants 9 / F, fundesino life building, 56 Xizhimen North Street, Haidian District, Beijing, China
Tianyuanquan certified public accounts LLP Tel: (8610) 83914188
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Tianyuanquan Certified Public Accountants (special general partnership)
About the notice of Shenzhen Stock Exchange on Realcan Pharmaceutical Group Co.Ltd(002589) 2021
Reply to the inquiry letter of the annual report
Listed company management department I of Shenzhen Stock Exchange:
We have received the reply on Realcan Pharmaceutical Group Co.Ltd(002589) 2021 issued by your exchange on May 16, 2022
After the inquiry letter of the annual report (annual report inquiry letter [2022] No. 281 of the company Department), we immediately organized relevant personnel to verify and implement the problems involved in the inquiry letter, and now reply to the verification as follows:
Question 1 (2) The accounting firm is requested to explain in detail the audit conducted for the uncontrolled matters of the above subsidiaries
The procedures and audit evidence obtained shall, according to the definition of "control" in the accounting standards for business enterprises, explain what signs or evidence are found to be sufficient to indicate that the relevant subsidiaries have lost control, and explain the specific time when the relevant signs or evidence are found. If relevant evidence is found after replying to our inquiry letter, please explain that it will be out of control
The reason and compliance of the time point determined as January 1, 2021, and whether there is any out of control time point misstatement and financial loss
The misstatement of the consolidation scope of the financial statements, indicating the impact of the matter on the appropriateness of the audit opinion of the financial statements, and whether there is a case of replacing the non unqualified opinion with the standard unqualified opinion; Check and explain whether the company has weak control or improper management over its subsidiaries during the reporting period, whether the internal control related to the control of subsidiaries is effective, whether there are major or important defects, whether the internal control assurance opinions are appropriate, and whether there are situations in which unqualified opinions replace non unqualified opinions.
If the relevant evidence is found before the reply to the inquiry letter of our department, please explain the reasons why the reply announcement does not fully prompt the possible situation of out of control, and whether the information disclosure is untrue, inaccurate and incomplete
Shape.
Independent directors, supervisors and accounting firms are invited to express their verification opinions.
reply:
1、 Verification procedure
The verification process of the company's annual audit accountant is as follows:
(I) audit procedures and audit evidence obtained for the uncontrolled events of the above subsidiaries:
1. Through the websites of enterprise check, Tianyan check and national enterprise credit information system, we checked the industrial and commercial situation of the above-mentioned companies, checked the information of legal representatives, shareholders and directors, supervisors and senior personnel, and found that the company still holds 51% of the shares of the above-mentioned companies, the information of appointed legal representatives and directors, supervisors and senior personnel has not changed, and the company still maintains the equity control relationship with the above-mentioned subsidiaries;
2. After analyzing the financial data of the above subsidiaries, it is found that:
(1) Taiyuan Weikang Hongye Technology Co., Ltd
We obtained the SAP data of Taiyuan Weikang Hongye Technology Co., Ltd. and its subsidiaries (hereinafter referred to as "Taiyuan Weikang") in 2021. It is found that the expenses in February 2021 are abnormal and do not match the scale of operating income. Since March 2021, there has been no expense account data entry in the SAP system. The accountant believes that the SAP data can not truly and completely reflect the operating results of Taiyuan Weikang.
(2) Beijing jinkaihui Medical Instrument Co., Ltd
Obtained the SAP data of Beijing jinkaihui medical device Co., Ltd. and its subsidiaries (hereinafter referred to as "Beijing jinkaihui") in 2021. It was found that the revenue data from January to March 2021 was abnormal, which decreased significantly compared with the same period of the previous year. Since April 2021, there was almost no business data entry in the SAP system. The accountant believed that the SAP data could not truly and completely reflect the operating results of Beijing jinkaihui.
(3) Gansu Realcan Pharmaceutical Group Co.Ltd(002589) Co., Ltd
Gansu Realcan Pharmaceutical Group Co.Ltd(002589) Co., Ltd. and its subsidiaries (hereinafter referred to as "Gansu Ruikang") did not launch SAP system. During the annual report audit in 2021, the accountant communicated with the company for many times and asked the company to provide Gansu Ruikang financial statements and collect financial data information. Finally, the accountant failed to obtain Gansu Ruikang financial statements and collect Gansu Ruikang financial data.
(4) Zhengzhou yuanshengji Medical Technology Co., Ltd
Obtained the SAP data of Zhengzhou yuanshengji Medical Technology Co., Ltd. and its subsidiaries (hereinafter referred to as "Zhengzhou yuanshengji") in 2021. It was found that the revenue has declined sharply since October 2021. The accountant believes that the SAP data can not truly and completely reflect the operating results of Zhengzhou yuanshengji.
3. Interview the management to understand the overall strategic orientation of the company to the holding subsidiaries, the reasons for the loss of control of the above subsidiaries, the measures to be taken and the relevant fund recovery arrangements; Through the interview, it was learned that the company had ordered the above-mentioned subsidiaries to rectify after discovering the abnormal SAP data, and subsequently checked the rectification of SAP data. It was found that it had not been effectively rectified, and the internal audit department of the company required no cooperation in its internal audit. The company had sued the loans of Taiyuan Weikang, Beijing Jinkai and Gansu Ruikang from February to March 2021 and carried out property preservation, The company has held a special management meeting in June 2021 to study and judge the signs of losing control of the above companies and consider continuing control, which is no longer in line with the group's strategy.
The accountant obtained the minutes of the company's management office meeting, litigation and asset preservation materials, and checked the relevant information learned from the interview.
(II) according to the definition of "control" in the accounting standards for business enterprises, explain what signs or evidence are found to be sufficient to indicate that the relevant subsidiary has lost control, and explain the specific time when the relevant signs or evidence is found: according to the definition of control in the accounting standards for Business Enterprises No. 33 - consolidated financial statements (revised in 2014), it refers to the power of the investor over the investee, Enjoy variable returns by participating in the relevant activities of the investee, and have the ability to use the power over the investee to affect its return amount. The definition of control includes three basic elements: one is that the investor has the power over the investee, the other is that it enjoys variable return due to its participation in relevant activities of the investee, and the third is that it has the ability to use the power over the investee to affect its return amount. When judging whether the investor can control the investee, it can be shown that the investor can control the investee if and only if the investor has the above three elements.
On April 19, 2021, the company received the inquiry letter on Realcan Pharmaceutical Group Co.Ltd(002589) 2020 annual report (annual report inquiry letter [2021] No. 32) from the exchange on the 2020 annual report, Among them, "question 1, (3) please explain that your company still believes that it is reasonable to actually control the relevant subsidiaries in the case of recovering the loan from the subsidiaries through litigation, and supplement and disclose the specific time of filing a lawsuit against the relevant subsidiaries. Please refer to the definition of" control "in the accounting standards for business enterprises and in combination with the above situation, Explain in detail whether your company has lost control of relevant subsidiaries from the perspective of substance over form, and whether your company's inclusion of relevant subsidiaries in the preparation scope of consolidated statements in 2020 complies with the provisions of accounting standards. ". In this regard, the accountant conducted in-depth verification during the feedback of the inquiry letter of the 2020 annual report. After verification, we found that since February 2021, the data entered in the sap business management system of Taiyuan Weikang Hongye Technology Co., Ltd. and its subsidiaries (hereinafter referred to as "Taiyuan Weikang") is abnormal; According to the management interview, the company has ordered it to rectify; Meanwhile, in order to ensure the company's recovery of Taiyuan Weikang loan, the company filed a pre litigation property preservation application for the return of Taiyuan Weikang loan on February 1, 2021.
Since January 2021, some business data of Beijing jinkaihui medical device Co., Ltd. and its subsidiaries (hereinafter referred to as "Beijing jinkaihui") have not been entered into the company's Sap business management system; According to the management interview, the company has ordered it to rectify; Meanwhile, in order to ensure the company's recovery of Beijing jinkaihui's loan, the company filed a pre litigation property preservation application for the return of Beijing jinkaihui's loan in February 2021.
According to the management interview, since the beginning of 2021, the company has repeatedly asked Gansu Realcan Pharmaceutical Group Co.Ltd(002589) Co., Ltd. and its subsidiaries (hereinafter referred to as "Gansu Ruikang") to launch the company's Sap business management system, but Gansu Ruikang has not implemented it for a long time; Meanwhile, in order to ensure the company's recovery of Gansu Ruikang loan, the company filed a pre litigation property preservation application for the return of Gansu Ruikang loan in February 2021.
In February 2022, during the audit of the company's 2021 annual report, we learned from the management interview that from September 2021, three wholly-owned subsidiaries of Zhengzhou yuanshengji Medical Technology Co., Ltd. forcibly unloaded the company's intelligent seal management equipment; At the same time, the company found that since October 2021, some business data in the sap business management system of Zhengzhou yuanshengji Medical Technology Co., Ltd. and its subsidiaries (hereinafter referred to as "Zhengzhou yuanshengji") were abnormal, and the company has ordered them to rectify.
At the same time, through the interview with the management, it was learned that the company had no effective rectification within one month after requiring the rectification of the above companies, so it was required to conduct internal audit, and the above companies did not cooperate. The management of the company believes that: (1) the management personnel currently assigned to Taiyuan Weikang, Beijing jinkaihui, Gansu Ruikang and Zhengzhou yuanshengji have been unable to effectively control the financial and operating policies of the above companies; (2) Although the company can exercise shareholders' rights and management rights through legal proceedings and court enforcement, the litigation cycle is long, and the business of the above-mentioned company has lost and the performance has continued to decline since the dispute occurred; (3) There are fundamental differences between the company and the minority shareholders of the above-mentioned company. Although the company has the right to replace the management personnel who do not implement the company's decisions, considering continuing cooperation does not meet the group's strategy and the purpose of win-win cooperation. Considering the above factors and based on the principle of prudence, the company will no longer include Taiyuan Weikang, Beijing jinkaihui and Gansu Ruikang in the scope of consolidated statements from January 1, 2021; From October 1, 2021, Zhengzhou yuanshengji will no longer be included in the scope of consolidated statements.
To sum up, after comprehensive judgment, the accountant believes that the above signs and relevant evidence obtained are sufficient to indicate that the relevant subsidiaries have lost control. The time when the relevant signs are found is the feedback period of the inquiry letter of the 2020 annual report, and the time when the relevant evidence is found is the audit period of the 2021 annual report.
(III) if the relevant evidence is found after the reply to the inquiry letter of our department, please explain the reason and compliance of determining the out of control time point as January 1, 2021, whether there is any misstatement of the out of control time point and leading to the misstatement of the consolidation scope of the financial statements, explain the impact of the matter on the appropriateness of the audit opinion of the financial report, and whether there is any situation of replacing the non unqualified opinion with the standard unqualified opinion:
During the audit of the company's annual report in 2021, it was learned from the management interview that the company concluded through the management meeting on June 13, 2021 that although the company still holds 51% of the shares of Taiyuan Weikang, Beijing jinkaihui and Gansu Ruikang, and has appointed the legal representative and executive director, the company is now appointed to Taiyuan Weikang, Beijing jinkaihui The management personnel of Gansu Ruikang have been unable to effectively control the financial and operating policies of the above-mentioned companies. It is found that the operating expenses of Taiyuan Weikang have not been matched with the annual report of SAP since 2021, although the data of the above items have been entered into the annual report of SAP since 2021; The revenue data of Beijing jinkaihui from January to March 2021 was abnormal, which decreased significantly compared with the same period of the previous year. Since April 2021, there has been almost no business data entry in SAP system; Failed to obtain the financial statements of Gansu Ruikang and failed to collect the financial data of Gansu Ruikang. In conclusion, according to the comprehensive judgment of the accountant, although the relevant evidence occurred after the inquiry letter of the 2020 annual report, the financial data obtained before June 2021 can no longer truly and completely reflect the operating results of the above companies. For the principle of prudence, Taiyuan Weikang, Beijing jinkaihui and Gansu Ruikang will no longer be included in the scope of the consolidated statements from January 1, 2021, There is no out of control time point misstatement that leads to the misstatement of the consolidation scope of the financial statements. This matter does not affect the appropriateness of the audit opinion of the financial report, and there is no case of replacing the non unqualified opinion with the standard unqualified opinion.
(IV) check and explain whether the company has weak control or improper management over its subsidiaries during the reporting period, whether the internal control related to the control of subsidiaries is effective, whether there are major or important defects, whether the internal control assurance opinions are appropriate, and whether there are unqualified opinions instead of unqualified opinions
