China International Capital Corporation Limited(601995)
Report on Wanda Film Holding Co.Ltd(002739) regular on-site inspection in 2021
Name of Sponsor: China International Capital Corporation Limited(601995) abbreviation of sponsored company: Wanda Film Holding Co.Ltd(002739)
Name of sponsor representative: AI Yu Tel: 010-65051166
Name of sponsor representative: Wu Lei Tel: 010-65051166
Name of on-site inspector: Zhao Jie
Corresponding period of on-site inspection: January 1, 2021 to December 31, 2021 (“verification period”)
On site inspection time: January 21, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (1) review the meeting materials of previous board of directors, board of supervisors and general meeting of shareholders, including meeting notice, meeting resolution, meeting minutes, sign in form, announcement, etc; (2) Consult the articles of association and various rules and regulations of the company; (3) Interview with relevant personnel of the office of the board of directors and other departments to understand the implementation of the company’s basic system; (4) Interview the personnel of relevant departments of the company to find out whether there are situations affecting the independence of the company and its affiliated enterprises in terms of personnel, assets, finance, institutions and business.
1. Whether the articles of association and corporate governance system are complete and compliant √
2. Whether the articles of association and the rules of the three sessions have been effectively implemented √
3. Whether the minutes of the third meeting are complete, including time, place, attendees and √
Whether the meeting contents and other requirements are complete, and whether the meeting materials are preserved completely
4. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior managers of the company comply with relevant laws and regulations and relevant industries of Shenzhen Stock Exchange √
Rules of procedure and performance of duties
6. In case of major changes in the directors, supervisors and senior management of the company, whether the corresponding procedures have been implemented √
And information disclosure obligations
√ (during this verification period, 7. If the controlling shareholder or actual controller of the company changes, whether the controlling shareholder or actual controller has fulfilled the corresponding procedures and information disclosure obligations, and the actual controller has not changed)
8. Whether the company’s personnel, assets, finance, organization, business and other aspects are unique √
stand
9. Whether there is no horizontal competition between the company and its controlling shareholders and actual controllers √
(II) on site inspection means of internal control:
(1) Consult the information of the internal audit department, including the information of the staff of the internal audit department, the internal audit system, the previous internal audit reports and special audit reports issued by the internal audit department; (2) Access to the information of the audit committee, including the working rules, personnel composition and meeting minutes of the Audit Committee; (3) Consult the company’s internal control evaluation report, foreign investment management system, board resolutions related to investment decisions and the company’s foreign investment transaction records; (4) Check the bank statement and detailed statement of the special account for raised funds;
1. Whether the internal audit system and internal audit system are established in accordance with relevant regulations √
Accounting department (if applicable)
2. Whether the internal audit system is established within six months after the listing of shares and √
Establish internal audit department (if applicable)
3. Whether the personnel composition of the internal audit department and the audit committee is compliant √
(if applicable)
4. Does the audit committee hold a meeting at least once a quarter within the review period √
Work plans and reports submitted by the Audit Department of the Department (if applicable)
5. Does the audit committee report to the board of directors at least quarterly √
Audit progress, quality and major problems found (if applicable) 6 Does the internal audit department report the implementation of the internal audit work plan and the problems found in the internal audit work to the audit committee at least quarterly (if applicable)
7. Does the internal audit department deposit and √ the raised funds at least quarterly
Conduct an audit of usage (if applicable) 8 Whether the internal audit department submits the internal audit work plan for the next year to the audit committee two months before the end of each fiscal year (if applicable √)
9. Whether the internal audit department √ within two months after the end of each fiscal year
Submit annual internal audit report to the Audit Committee (if applicable)
10. Does the internal audit department submit a √ to the audit committee at least once a year
Internal control evaluation report (if applicable) 11 Whether it has established a complete and compliant internal control system for engaging in venture capital, entrusted financial management and hedging business (III) on-site inspection means of information disclosure: (1) consult the meeting materials of previous board of directors, board of supervisors and general meeting of shareholders, including meeting notice, meeting resolution, meeting minutes, sign in form, etc; (2) Consult the company’s information disclosure system and information disclosure documents; (3) Check the record materials of investors’ visits and the company information published on the interactive website of Shenzhen Stock Exchange; (4) Interview with relevant personnel of the office of the board of directors and the finance department to understand the implementation of the company’s information disclosure system.
1. Whether the announcement disclosed by the company is consistent with the actual situation √
2. Whether the contents disclosed by the company are complete √
3. Whether the disclosed matters of the company have not changed significantly or achieved significant √
progress
4. Whether there are no major events that should be disclosed but not disclosed √
5. Whether the transmission, disclosure process and confidentiality of major information meet √
Relevant provisions of the company’s information disclosure management system
6. Whether the investor relations activity record form is posted on the interactive website of the exchange in time √
(IV) on site inspection of the establishment and implementation of a long-term mechanism to protect the interests of the company from infringement: (1) refer to the provisions on connected transactions and external guarantees in the Listing Rules of Shenzhen Stock Exchange; Obtain the company’s related party transaction management system, external guarantee management system and other relevant internal regulations of the company; (2) Check the information disclosure and relevant resolutions, check the company’s related party transactions and consider the internal process of external guarantee.
1. Whether a system has been established to prevent controlling shareholders, actual controllers and other related persons from directly or indirectly occupying the funds or other resources of the listed company
2. Whether the controlling shareholder, actual controller and other related persons do not have direct √
Indirect or indirect occupation of funds or other resources of the listed company
3. Whether the review procedure of related party transactions is compliant and the corresponding information is fulfilled √
Disclosure obligation
4. Whether the price of related party transactions is fair √
5. Whether there is no case of non affiliated transactions √
6. Whether the external guarantee review procedure is compliant and the corresponding information is fulfilled √
Disclosure obligation
7. Whether the guaranteed party is free from deterioration of financial condition and non repayment at maturity √
Secured debt, etc
8. If the guaranteed debt continues to be guaranteed after maturity, whether to perform again √
The corresponding examination and approval procedures and disclosure obligations (V) on-site inspection means for the use of raised funds: (1) consult the company’s raised funds management system and relevant three meeting documents for examination and approval; (2) Check the company’s resolution on opening a special account for raised funds, the tripartite supervision agreement and supplementary agreement for raised funds; (3) Check the bank statement of the special account for raised funds and the standing book of raised funds, and spot check the large amount payment voucher and original voucher of raised funds; (4) Communicate with the company’s senior management and financial department personnel to understand the specific direction and compliance of the use of the raised funds and the construction progress of the investment projects with the raised funds.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place √
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied by a third party or entrusted in violation of regulations √
Financial situation 4 Whether there are no situations such as changing the purpose of raised funds, temporarily replenishing working capital, replacing pre investment, changing the implementation place and √ point without performing the review procedures
5. If the idle raised funds are used to temporarily replenish the working capital, the raised funds are changed to √ (the investment direction during this verification period is changed to permanently replenish the working capital, or the over raised funds are used to replenish the working capital or repay the bank loan, is the company not committed to idle raised funds
Make high-risk investment during the period to temporarily supplement working capital Change the investment direction of the raised funds into permanent supplementary working capital or use the over raised funds Supplementary working capital or repayment of bank loans)
√ (current verification period)
6. Whether the use of raised funds is consistent with the disclosed situation, and whether the project progress and time have changed
Whether the investment benefit is consistent with the prospectus, etc
Purpose (arrangement)
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: (1) check the quarterly report, semi annual report and performance forecast disclosed by the company to understand the performance fluctuation; (2) Consult the industry research report, quarterly and semi annual reports of Listed Companies in the same industry, compare and analyze with the company, and understand the reasons for performance fluctuations; (3) Interview and communicate with senior managers of the company to understand the causes of performance fluctuations, possible risks faced by the company and the company’s countermeasures.
√ (2021)
China’s epidemic
The situation is generally flat
Stability and epidemic control
1. Whether there are significant fluctuations in performance, which should be controlled and normalized
Chinese film market
Accelerate recovery, public
The performance of the company has improved
(restore)
2. Whether there is a reasonable explanation for the sharp fluctuation of performance √
3. Compared with comparable companies in the same industry, does the company’s performance have obvious √
(VII) on site inspection methods for the performance of commitments of the company and shareholders: (1) check the commitment letters made by the company, shareholders, directors, supervisors, senior managers and other relevant personnel; (2) Public access
