Minsheng Securities Co., Ltd
About Beijing Thunisoft Co.Ltd(300271)
Verification opinions of internal control evaluation report in 2021
In accordance with the relevant provisions of relevant laws, regulations and normative documents, such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “sponsor”) as the sponsor of Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as ” Beijing Thunisoft Co.Ltd(300271) ” or “company”) continuously supervised and verified the internal control evaluation report of Beijing Thunisoft Co.Ltd(300271) 2021. The specific verification is as follows:
1、 Verification work carried out by the recommendation institution
Through talking with relevant personnel of the company, the recommendation institution consulted the minutes of meetings of the board of directors and the board of supervisors, audit reports, evaluation reports of the company’s internal control, as well as various business and management rules and regulations, and verified the company’s internal control environment, the construction of internal control system, the implementation of internal control, etc.
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 Beijing Thunisoft Co.Ltd(300271) , Beijing Huayu company, Shanghai Pudong Huayu Information Technology Co., Ltd., Beijing wanhu Software Technology Co., Ltd., Beijing Yixin Huachen Software Co., Ltd., Beijing Huayu Yuandian Information Service Co., Ltd. and Lianyi Technology Co., Ltd. The total assets of the units included in the evaluation scope account for 99.92% 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;
The main businesses and matters included in the evaluation scope include: organizational structure, human resources, corporate culture, capital activities, procurement business, asset management, sales business, research and development, financial reporting, contract management, major investment, related party transactions, comprehensive budget and information system.
The high-risk areas of focus mainly include: management risk of holding subsidiaries, accounts receivable risk, financial reporting quality, raised funds risk, goodwill impairment risk, information disclosure risk, major investment risk, major related party transaction risk and technical risk.
The above units, 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 organizes and carries out internal control evaluation in accordance with the enterprise internal control standard system and the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
The board of directors of the company distinguished the internal control of financial report from the internal control of non-financial report according to the identification requirements for major defects, important defects and general defects of the enterprise internal control standard system, combined with the factors such as the company’s size, industry characteristics, risk preference and risk tolerance, and studied and determined the specific identification standards of internal control defects applicable to the company, which are consistent with the previous years. The identification standards of internal control defects determined by the company are as follows: 1. Identification standards of internal control defects in financial reports
The quantitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Index name major defect quantitative standard important defect quantitative standard general defect quantitative standard
Misstatement of total profit ≥ 5% of total profit ≤ 2% of total profit ≤ misstatement ＜ 2% of total profit ＜ 5% of total profit
Misstatement of total assets ≥ 2% of total assets ≤ 1% of total assets ≤ misstatement ＜ 1% of total assets ＜ 2% of total assets
When a potential misstatement caused by an internal control defect affects multiple indicators, the nature of the defect shall be determined according to the lower principle.
The qualitative criteria for the evaluation of internal control defects in financial reporting determined by the company are as follows:
Defect type internal control defect evaluation qualitative standard of financial report
1. The directors, supervisors and senior managers of the company commit fraud and cause important losses and adverse effects to the company; 2. Major defects in internal control over financial reporting that have been found and reported to the management have not been rectified within a reasonable time;
Major defects 3. If major accounting errors are found in previous years, correct the disclosed financial reports;
4. The company’s internal control environment is invalid;
5. Material misstatement in the current financial report found by the certified public accountant but not identified by the company’s internal control; 6. The internal supervision of the audit committee and internal audit institutions over financial reports is invalid.
1. Failure to select and apply accounting policies in accordance with GAAP;
2. Failure to establish anti fraud procedures and control measures or invalid;
Important defect 3. No corresponding control mechanism has been established or implemented for the accounting treatment of unconventional or special transactions, and there is no corresponding compensatory control;
4. There are one or more defects in the control of the financial reporting process at the end of the period, and it can not reasonably ensure that the prepared financial statements achieve the goal of authenticity and accuracy.
Other internal control defects related to financial reporting if general defects do not constitute major defects and important defect standards.
2. Identification standard of internal control defects in non-financial reporting
The quantitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Index name major defect quantitative standard important defect quantitative standard general defect quantitative standard
Total profit impact amount ≥ 5% of total profit 2% of total profit ≤ impact amount 2% of total profit amount 5% of total profit
The affected amount of total assets ≥ 2% of total assets ≤ 1% of total assets ≤ affected amount 1% of total assets 2% of total assets
When the impact amount of an internal control defect involves multiple indicators, the nature of the defect shall be determined according to the lower principle.
The qualitative criteria for the evaluation of internal control defects in non-financial reporting determined by the company are as follows:
Defect type non financial report internal control defect evaluation qualitative standard
The defect complies with any of the following:
1. Lack of democratic decision-making procedures or major mistakes in violation of decision-making procedures for major matters, resulting in major losses identified by quantitative standards;
2. Serious violation of national laws and regulations, punishment by government departments, and significant negative impact on the disclosure of the company’s periodic reports;
Major defects 3. Serious loss of key management personnel or senior technical personnel;
4. The frequent occurrence of negative news in the media is true, causing significant social impact;
5. Lack of system control or systematic failure of important business, resulting in significant losses recognized by the company according to quantitative standards;
6. Major defects in internal control over non-financial reporting that have been found and reported to the management have not been rectified within a reasonable time.
The defect complies with any of the following:
1. Democratic decision-making procedures exist but are not perfect or the decision-making procedures are wrong, resulting in important property losses identified by quantitative standards;
2. Violating national laws and regulations and being punished by government departments, but not having a negative impact on the disclosure of the company’s periodic reports;
3. Serious loss of business personnel in key positions;
4. Negative news in the media, affecting local areas;
5. There are major defects in the implementation of important business systems;
6. Significant defects in internal control over non-financial reporting that have been found and reported to the management have not been rectified within a reasonable time.
General defects in addition to the above major defects and important defects, other internal control defects related to non-financial reporting.
(III) identification and rectification of internal control defects
1. Identification and rectification of internal control defects in financial reporting
According to the above identification standards of internal control defects in financial reporting, the company did not have major defects and important defects in internal control of financial reporting during the reporting period.
2. Identification and rectification of internal control defects in non-financial reports
According to the above identification standards of internal control defects in non-financial reports, no major defects and important defects in the company’s internal control over non-financial reports were found during the reporting period.
4、 Special note on unqualified audit opinion with emphasis in 2021
After verification, the recommendation institution is concerned that Dahua Certified Public Accountants (special general partnership) has issued an unqualified audit report with highlighted items in dahuashen Zi [2022] 006832 for Beijing Thunisoft Co.Ltd(300271) with the following highlights:
” Beijing Thunisoft Co.Ltd(300271) company received the notice of filing a case from the Beijing Municipal Commission of supervision on September 1, 2021, and the Beijing Municipal Commission of supervision decided to file a case for review / investigation on the violation of discipline / Law of Beijing Thunisoft Co.Ltd(300271) company’s suspected unit’s bribery. As of the date of issuance of the audit report, the case is still in the review stage of the procuratorial organ, and the concluding opinions or decisions of the procuratorial organ on the above case have not been received, which will not affect the issued audit opinions.” 。
5、 Description of other major matters related to internal control
During the reporting period, the recommendation institution paid attention to other major matters of the company as follows:
1. On September 1, 2021, the company received the notice of filing a case from the Beijing Municipal Commission of supervision, which decided to file a case for review / investigation on the violation of discipline / Law of Beijing Thunisoft Co.Ltd(300271) suspected unit bribery. As of December 31, 2021, the matter has not been settled, and the company has follow-up risks involving litigation.
2. According to the detention notice issued by Beijing Haidian District People’s Procuratorate, Shao Xue, the actual controller of the company, was criminally detained on September 18, 2021 on suspicion of bribery.
3. On November 16, 2021, the Beijing regulatory bureau of China Securities Regulatory Commission issued the decision on Issuing warning letters to Beijing Thunisoft Co.Ltd(300271) , Zhao Xiaoming and Wei Guangyu; On December 20, 2021, Shenzhen Stock Exchange issued the decision on giving notice of criticism to Beijing Thunisoft Co.Ltd(300271) and relevant parties. In view of the above-mentioned lag in information disclosure, Beijing Thunisoft Co.Ltd(300271) has made supplementary disclosure of relevant matters.
4. On March 6, 2022, the company learned from the subsidiary Huayu information that Zhu Xiangyu, the then chairman of Huayu information, was unable to perform his duties due to investigation by relevant departments. On March 8, 2022, the company confirmed that Mr. Zhu Xiangyu, the former chairman of Huayu information, a subsidiary, was detained and investigated by the discipline inspection and supervision organ. The matter is still pending.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: in addition to the above concerns, Beijing Thunisoft Co.Ltd(300271) internal control system is relatively sound, in line with relevant laws and regulations and the requirements of securities regulatory authorities, and has maintained relatively effective internal control in major aspects Beijing Thunisoft Co.Ltd(300271) the board of directors’ self-evaluation of internal control in 2021 truly reflected the establishment and operation of its internal control system in major aspects, and issued the special description of the board of directors on the matters involved in the company’s audit report with unqualified opinions in 2021 with emphasis on matters. The sponsor has no objection to the company’s 2021 internal control evaluation report.
The recommendation institution reminds investors to pay attention to the above disclosure and fully consider the relevant situation of the company’s internal control reflected by such matters. At the same time, the recommendation institution requested the company to properly handle relevant matters, implement the rectification plan, improve the level of corporate governance, and earnestly safeguard the legitimate rights and interests of listed companies and all investors.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Minsheng Securities Co., Ltd. on the internal control evaluation report of 3 Simei Media Co.Ltd(002712) 021)
Sponsor representative:
Xie Guomin, Cao Qianhua
Minsheng Securities Co., Ltd
