Guangzhou Jinyi Media Corporation(002905)
Internal control evaluation report in 2021
Guangzhou Jinyi Media Corporation(002905) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the enterprise internal control normative system), combined with the company’s (hereinafter referred to as the company’s) internal control system, and 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 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 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. The main units included in the evaluation scope include the company and its wholly-owned and holding 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 businesses and matters included in the evaluation include: internal control environment, risk assessment, control activities, internal supervision and inspection, information disclosure and communication of the company and its wholly-owned and holding subsidiaries; The high-risk areas of focus include: financial management, related party transactions, foreign investment, foreign guarantee, fund-raising management, accounting system control in control activities, etc. 1. Internal control environment
(1) Corporate governance structure
In accordance with the company law of the people’s Republic of China, the basic norms of enterprise internal control, the Guangzhou Jinyi Media Corporation(002905) articles of association and relevant laws and regulations, the company has established a governance structure of “three meetings and one layer” for the general meeting of shareholders, the board of directors, the board of supervisors and the management level, and formulated the rules of procedure for the “three meetings”, the detailed rules for the work of the general manager and the detailed rules for the work of independent directors to clarify the decision-making, implementation Supervision and other aspects of responsibility and authority to form a scientific and effective division of responsibilities and check and balance mechanism. Under the board of directors, there are strategic development committee, nomination committee, audit committee and salary and assessment committee, which provides an effective institutional guarantee for the standardized operation of corporate governance.
The general meeting of shareholders has clearly authorized the board of directors in terms of investment, financing, acquisition and disposal of assets and guarantee of the company, and the board of directors has also specifically authorized the chairman and general manager in their daily business. The policies and control procedures established by the company to ensure the realization of business objectives have played a vital role in operation and management. The establishment of the company’s independent director system determines the development plan for the company, improves the investment decision-making procedures, strengthens the scientificity of decision-making, improves the efficiency and quality of major investment decisions, establishes and improves the salary management and assessment system for senior executives, provides a strong guarantee for strengthening the decision-making and supervision functions of the board of directors, plays a role in controlling business risks to a certain extent, and further improves the corporate governance of the company.
(2) Management’s risk management philosophy and risk preference
The management of the company fully understands and realizes that only by establishing perfect, efficient and mutually check and balance internal control can we ensure the harmonious, orderly and rapid improvement of the company’s business activities, improve work efficiency and further improve the overall management and operation level of the company.
The company has successively formulated a series of standardized internal control systems, such as 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, financial management system, external guarantee system, raised funds management system, related party transaction decision-making system, internal audit system, etc., to ensure that the internal control system of the company is designed reasonably and followed effectively, post evaluation and supervision feedback.
(3) Organizational structure of the company
The company has established the general meeting of shareholders, the board of directors, the board of supervisors and the operation and management organization, and established the independent director system. The company has set up the president’s office, operation management center, financial management center, audit and supervision center, administrative human resources center, commercial retail center, data analysis center, information technology department, expansion management center, training management center, securities department and other functional departments, clearly defined the main responsibilities of each department, and formed an internal control system that performs its own duties, assumes its own responsibilities, cooperates with each other, restricts each other and links each other, It has played a vital role in the company’s normal business operation, increasing benefits and ensuring safety.
(4) Human resources
The company follows the people-oriented principle, implements the employment method of open recruitment and selective employment, establishes a scientific and effective talent selection and assessment mechanism, and focuses on and promotes excellent employees, which provides human resources guarantee for the further development of the company in the future.
(5) Enterprise culture construction
The company pays attention to the construction of corporate culture, advocates the enterprise spirit of “one heart and one mind, dedication and a clear conscience”, actively organizes and carries out various forms of theme activities, enhances the cohesion and team consciousness of employees, and continuously promotes the construction of corporate culture system. At the same time, the company attaches great importance to the publicity, promotion and implementation of corporate culture, and gives full play to the spiritual guidance and value creation of corporate culture.
2. Risk assessment process
In order to ensure that the company’s resources can be fully utilized and brought into play and maximize the enterprise value. In addition to ensuring the realization of strategic objectives in terms of organizational structure, the company has also improved the guarantee measures for the realization of strategic objectives in terms of system and process, such as formulating internal control system, decision-making procedures and rules for foreign investment, decision-making control of connected transactions, external guarantee management system, use management system of raised funds, etc.
Under the leadership of the audit committee, the company formulates and improves risk management policies and measures according to the strategic objectives and development plan and in combination with the characteristics of the industry, implements the inspection and supervision of the implementation of the internal control system, ensures that the business transaction risks are known, preventable and controllable, ensures the company’s operation safety, controls the risks within an acceptable range, and avoids engaging in businesses inconsistent with the development of the company’s strategic objectives. For businesses that conform to the company’s strategic development direction but have business risks at the same time, through evaluation, make reasonable choices, fully understand the essence of risks, and actively take strategies such as reducing and sharing to effectively prevent risks.
3. Control activities
(1) Accounting system control
The company’s financial accounting is implemented in accordance with the national accounting standards for business enterprises and relevant supplementary provisions on financial accounting. An independent accounting organization is set up to be responsible for the preparation of the company’s annual budget, accounting, accounting supervision and fund management, set up reasonable posts, responsibilities and authorities, and allocate corresponding personnel to ensure the smooth progress of financial work. In accordance with the accounting law of the people’s Republic of China The company’s internal accounting standards and accounting control system are effectively guaranteed to meet the requirements of the company’s internal accounting standards and accounting standards, and the company’s internal accounting system is effectively prevented from being blocked.
(2) Control procedure
The company has implemented effective control procedures in transaction authorization approval, division of responsibilities, business activities, asset management, budget management, etc.
① Transaction authorization approval control
According to the size and nature of the transaction, the company adopts different transaction authorization according to the Guangzhou Jinyi Media Corporation(002905) articles of association and various management systems. For frequently occurring sales business, procurement business, expense reimbursement, financing within the scope of authorization, the company’s units and departments shall adopt the level by level authorization and approval system; Non recurring business transactions shall be approved by the company’s chief financial officer, general manager, chairman, board of directors and general meeting of shareholders according to different transaction amounts.
② Responsibility division control
In order to prevent and timely detect errors and fraud in the implementation of assigned responsibilities, a series of detailed post responsibility division systems have been formulated in all departments and links engaged in business activities.
(3) Business activity control
① In order to ensure the smooth economic activities of the company and continuously improve the economic benefits of the company, all economic activities of the company shall be included in financial management and subject to financial constraints, mainly including cash flow, main business income, financing, taxes, management expenses, sales expenses, financial expenses, investment plan and other economic activities related to financial revenue and expenditure.
② For the procurement of main business costs such as services and labor services, detailed market price comparison is carried out, so that the procurement and procurement decision-making are transparent, and the loopholes in the procurement link are blocked as much as possible.
③ Implement the performance reward system for market personnel, stimulate the enthusiasm of personnel, comprehensively, stably and permanently improve business performance, improve profit level and market share.
(4) Asset management control
The company has implemented the management division policy for assets, and the relevant departments are responsible for the approval, procurement, maintenance and use management of assets respectively, and strictly restrict the access and disposal of property by unauthorized personnel. Take regular inventory, property records, unified numbering, account verification and property insurance measures to ensure the safety and integrity of various properties. The company has established a series of asset custody systems, which fundamentally ensures the safety and integrity of assets.
(5) Budget control
The company has established the financial budget management system, implemented a comprehensive budget management assessment mechanism, standardized the budget preparation, approval, release and implementation procedures, established a relatively perfect responsibility system, index system and process control system for budget preparation and budget implementation control, formed a relatively perfect model management mode, regularly tracked the completion of indicators in the process, and timely adjusted problems found, Effectively ensure the realization of the company’s business objectives.
4. Internal supervision and inspection
The company has established a special internal audit organization, and the audit committee of the board of directors directly under the audit and supervision center is responsible for auditing and supervising the operation, financial security and the implementation of the company’s internal control system of the company and its wholly-owned and holding subsidiaries, and putting forward constructive opinions on the existing problems.
The company has established an internal audit system. The audit and supervision center will audit the company and its wholly-owned and holding subsidiaries regularly or irregularly, supervise its economic operation quality, economic benefits, internal control system, expenditure of various expenses, asset protection and sustainable operation, put forward suggestions to improve operation and management, and put forward opinions on correcting and dealing with violations. Major adjustments shall be submitted to the audit committee or the board of directors for deliberation and approval, so as to give full play to the supervisory role of internal audit.
In 2021, under the guidance of the audit committee of the board of directors, the internal audit department of the company regularly and irregularly audited and inspected the finance, internal control, major projects and other businesses of the company and its subsidiaries, timely put forward control management suggestions for the problems found in the process of supervision and inspection, and urged relevant departments to rectify in time to ensure the effective implementation of internal control, control the overall business risks and ensure the stable development of the company, By further promoting the special activities of corporate governance, improve internal control and improve the level of corporate governance.
5. Information disclosure and communication
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the governance of listed companies, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and administrative regulations, as well as the provisions of Guangzhou Jinyi Media Corporation(002905) articles of association, and in combination with the actual situation of the company, the company has formulated the management system of information disclosure affairs and the management system of investor relations The registration and management system for insiders, the accountability system for major errors in annual report information disclosure and the internal reporting system for major information have earnestly fulfilled the information disclosure obligations of listed companies, established and improved the company’s major information communication mechanism, so as to ensure that the company’s information disclosure is timely, accurate, transparent and compliant, and the disclosed information is true, accurate, complete, concise, clear and easy to understand.
6. Related party transactions
In order to ensure that the related party transactions between the company and related parties comply with the principles of fairness, impartiality and openness, and ensure that the related party transactions of the company do not damage the legitimate rights and interests of the company and non related shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of Guangzhou Jinyi Media Corporation(002905) articles of association, Combined with the actual situation of the company, the decision-making system for related party transactions is formulated, which defines and carefully abides by the basic principles, review procedures, pricing principles, voting avoidance measures of related parties and other relevant provisions of related party transactions.
7. External guarantee
In order to standardize the management of external guarantees of the company, strictly control the legal risks arising from external guarantees and protect the legitimate rights and interests of the company, all shareholders and other stakeholders, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Guarantee Law of the people’s Republic of China and the notice on regulating the external guarantees of listed companies The notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, administrative regulations, the rules of securities regulatory authorities and the provisions of Guangzhou Jinyi Media Corporation(002905) articles of association, and in combination with the actual situation of the company, formulated the external guarantee management system to review the guarantee objects and provide external guarantees
