China International Capital Corporation Limited(601995)
About Mango Excellent Media Co.Ltd(300413)
Verification opinions on self-evaluation report of internal control in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as the sponsor of Mango Excellent Media Co.Ltd(300413) (hereinafter referred to as ” Mango Excellent Media Co.Ltd(300413) ” or “company”) issuing A-Shares to specific objects in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of gem shares of Shenzhen Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline 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 Mango Excellent Media Co.Ltd(300413) “self evaluation report on internal control in 2021” has been carefully verified. The details are as follows:
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 content of the self-evaluation report on internal control in 2021, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the content 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
1. Main units included in the scope of evaluation
The headquarters of the company, Hunan happy sunshine interactive entertainment media Co., Ltd., happy shopping Co., Ltd. and Shanghai Tianyu Media Co., Ltd. The total assets of the above 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.
2. Main operations and matters included in the scope of evaluation
When determining the scope of internal control evaluation, the company comprehensively considered all businesses and matters of the listed company and its subsidiaries. The main businesses and matters included in the evaluation scope include: governance structure, human resources, internal audit, fund management, asset management, procurement management, sales management, copyright management, project management, content operation, commodity management, contract management, seal management, financial report, budget management, investment management, external guarantee management, information disclosure and investor relations management Related party transaction management and information system management. The high-risk areas of focus mainly include key business control links affecting the authenticity of financial information, business efficiency and effectiveness, capital and asset security, compliance with laws and regulations and so on.
The above units, businesses and matters included in the evaluation scope cover the main aspects of the company’s operation and management, and there are no major omissions.
(1) Governance structure
The company has continuously improved its corporate governance structure in accordance with the provisions of laws, regulations and normative documents such as the company law, the securities law, the standards for the governance of listed companies, the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, Promote the standardized operation of the company. It has established a corporate governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the company’s management, and formed a mutual coordination and balance mechanism with clear rights and responsibilities and standardized operation among the power organs, decision-making organs, supervision organs and management.
The company has formulated the articles of association, 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 the Party committee, the measures for the implementation of the three important and one major decision-making system, the working system of the general manager and other systems to clarify the responsibilities, authorities, rules of procedure and working procedures of the general meeting of shareholders, the board of directors and the board of supervisors Obligations are made clear, which ensures the standardization of organizational operation from the system.
(2) Human resources
The company adheres to the people-oriented principle, signs formal labor contracts with employees in accordance with the labor law of the people’s Republic of China and other regulations, and exercises rights and performs obligations in strict accordance with the labor contracts.
The company has established a complete personnel system for appointment, assessment, promotion, salary, leave and resignation, and strictly implemented the national laws and regulations on labor employment. Formulate recruitment management system (for Trial Implementation), employee relations management measures (for Trial Implementation), salary management system, annual performance appraisal management measures for senior executives, performance management measures (for Trial Implementation), implementation rules of performance management measures (for Trial Implementation), management measures for cadre selection and appointment, leave management system, employee welfare system and Trial Measures for attendance management The measures for the management of employee retirement and the corresponding processes clarify the management requirements for the introduction, development, use, training, assessment, incentive and withdrawal of human resources, so as to make it more consistent with the company’s management philosophy and more instructive to employees’ professional ethics and code of conduct.
(3) Internal audit
The company has set up an audit department with full-time personnel in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. The audit department is responsible to the audit committee and reports to the audit committee. The company has formulated audit management system, management measures for self-evaluation of internal control, implementation measures for internal audit of project investment, etc. The above systems standardize the implementation of internal audit from the aspects of audit institution setting, responsibility and authority, audit procedures and methods, self-evaluation of the effectiveness of internal control, internal audit of project investment and so on.
(4) Fund management
In order to strictly control the monetary fund process, the company has formulated appropriate accounting and financial management systems. The systems that have been formulated and implemented include monetary fund management measures, external financing management measures, fund management measures, expense reimbursement management measures, fund expenditure and reimbursement approval management measures, internal fund overall management measures, etc. The company strictly abides by the above rules and regulations when handling the receipt and payment of monetary funds. For the management of raised funds, the company has formulated the measures for the management of raised funds in accordance with the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies on the gem No. 2 – standardized operation of listed companies on the gem of Shenzhen Stock Exchange. The use of raised funds follows the principles of standardization, safety, efficiency and transparency, and pays attention to the use efficiency. The raised funds of the company are deposited in the special account approved by the board of directors, and a tripartite supervision agreement is signed with the financial consultant / sponsor and the commercial bank storing the raised funds. There is no significant difference between the supervision agreement and the model supervision agreement of Shenzhen Stock Exchange, and the performance of the supervision agreement complies with relevant regulations. The company has formulated strict approval procedures and management procedures for the use of raised funds to ensure that the raised funds are used according to the purposes of funds listed in the public disclosure documents. The independent directors and supervisors of the company shall supervise the use of the raised funds. The Audit Department of the company shall audit the storage and use of the raised funds after the end of each quarter and issue a special report.
(5) Asset management
The company formulates the material management measures to standardize the control of physical assets from the key links such as procurement, acceptance and warehousing, receiving and issuing, storage and disposal. Asset management adheres to the principle of “unified leadership, hierarchical management; separation of accounts and facts, professional control; reasonable allocation and making the best use of everything; complete information and scientific evaluation”, so as to ensure that there are vouchers for warehousing, procedures for receiving, rules for flow, results of inventory, procedures for disposal and standardization of archives. To prevent the theft, theft, damage and major loss of various physical assets.
(6) Procurement management
The company has formulated supplier management system, Trial Measures for procurement bidding management and other systems and measures to strengthen the systematic management of procurement business and make the procurement business process, standardized and efficient.
In terms of procurement inquiry management, the company selects suppliers through public bidding, bid invitation and competitive negotiation in accordance with the principles of openness, fairness, impartiality and competition, and signs contracts with suppliers after negotiation, review, approval and other procedures.
In terms of supplier management, the company has improved supplier warehousing review, assessment and evaluation, violation handling, etc. Establish effective supplier management and restraint mechanism.
(7) Sales management
According to the characteristics of the business, the company has formulated the advertising marketing management system, copyright distribution management measures, member business sales management measures, operator channel member business sales management rules, intelligent hardware center hardware sales and collection management measures, accounts receivable management system and other systems and measures to standardize and control all links of sales operation, Ensure the normal development of the company’s sales business and the timely and safe recovery of funds.
(8) Copyright management
The company standardizes the content evaluation, procurement, assessment mechanism and other control links through the formulation of program copyright management system, film and television drama procurement management measures, copyright distribution management measures and other systems. As a pre process, evaluation is conducted back-to-back by multiple departments. Only when all departments agree to the introduction can they enter the procurement approval process.
In the procurement approval process, the company will give clear opinions on the quantitative indicators of the proposed procurement content to ensure that the procurement decision is scientific and reasonable.
In business negotiation, the company’s bargaining team analyzes the market price of the procurement project to ensure that the pricing basis is sufficient and reasonable, and strongly associates the procurement investment with the performance indicators of each business center to form mutual restraint. In the post evaluation link, the company will regularly re evaluate the operation effect of the introduced content, and evaluate each business center according to the quality performance, timeliness, operation effect and income generation performance of the purchased content. Enhance the controllability of input and output of content investment and ensure the realization of the appreciation of state-owned capital.
(9) Project management
The company establishes a closed-loop management system of ex ante evaluation and decision-making, in-process budget control and ex post re examination by formulating the management measures for the production of self-made programs, the management measures for the production of self-made dramas, the management measures for the business of customized dramas, the financial management rules for self-made dramas, the financial management rules for self-made dramas, the implementation measures for the internal audit of project investment and other systems.
In the project initiation stage, after being evaluated by multiple departments and forming clear promotion opinions, the project initiation decision shall be made through the company’s business meeting to ensure the scientific and reasonable decision-making process.
During the production process of the project, the principle of separation of crew accounting and cashier posts shall be implemented, the audit and payment of crew expenses shall be strictly controlled, the budget shall be finely managed, the amount of reserve fund of the crew shall be controlled and paid in batches, and the balance of reserve fund shall be controlled at a low level to ensure the safety of funds. In the bidding and price negotiation link, the procurement method of bidding and cooperative negotiation is implemented according to the procurement amount and event classification. For key procurement matters such as the construction of the main scene, the budget review and settlement audit are combined to strictly control the procurement price and ensure the controllability of the cost.
After the start-up of film and television dramas and programs, the company will carry out tracking audit on the cost expenditure of its projects to ensure the authenticity and compliance of the project expenditure. And the project shall be re evaluated as an important basis for the assessment of project completion.
(10) Content operations
The company has formulated the “Regulations on the management of copyright online and offline operation process” and the “video output and management system of media resources management department” for the working procedures of media warehousing (including self-made and purchased media warehousing, broadcast control system transmission warehousing, etc.), copyright online, content audit, content online, program video warehousing and replacement, copyright renewal, online media resources file output, offline media resources service output, etc The control measures are standardized and controlled.
(11) Commodity management
The company has formulated the commodity introduction management system, the platform commodity development management measures, the commodity review meeting management system, the direct delivery supplier management system, the regulations on the punishment of suppliers for abnormal violations, the commodity on and off the shelf management system and operation process, the distribution management specification and main process, the commodity shelf life management rules and other systems and methods, which clarify the introduction, selection, submission, review Update the management methods and working procedures of, quality management, distribution timeliness management, supplier management, commodity loading and unloading management and other links. Standardized management was carried out on the timeliness, quality and supplier performance of imported goods, and necessary control measures were taken for key risk points.
(12) Contract management
In order to strengthen the company’s contract management, standardize contract legal behavior, reduce contract execution errors and improve economic benefits. According to the provisions of the contract law and other relevant laws and regulations, and in combination with the actual situation of the company, the contract management measures are formulated. Clarify the work flow of contract formulation, approval and implementation, and require the company to sign legal written contracts in all economic activities. It also stipulates the signing, review, performance, change and dissolution of economic contracts, as well as the handling of contract disputes, and defines the rights and responsibilities of contract management departments and contract undertaking departments.
(13) Seal management
The company has formulated the seal management system to standardize the approval procedures for the preparation, issuance, storage, use, deactivation and destruction of seals. The seal management shall conduct regular self inspection and patrol inspection to ensure that the responsibility of seal management is assigned to each person and the responsibility and authority are clear. (14) Financial Report
In accordance with China’s accounting standards, accounting law, tax law and other relevant national laws and regulations, the company has improved the rules for the use of accounting subjects, the preparation of financial statements and the review system of financial reports. Effective control and management were implemented to ensure the legal compliance of financial reports
