Beijing Quanshi World Online Network Information Co.Ltd(002995)
Self evaluation report on internal control in 2021
Beijing Quanshi World Online Network Information Co.Ltd(002995) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as “enterprise internal control system”), combined with the internal control system and evaluation methods of the company (hereinafter referred to as “the company or Beijing Quanshi World Online Network Information Co.Ltd(002995) “), on the basis of daily and special supervision of internal control, Objectively evaluate the rationality of the formulation and implementation of the company’s internal control as of December 31, 2021. 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 self-evaluation report in accordance with the provisions of the enterprise internal control standard system. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. The senior 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 company to realize its 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, due to changes in the internal and external environment, the evaluation of internal control may be inappropriate, or the degree of compliance with control policies and procedures may be reduced. It is risky to speculate the effectiveness of internal control in the future according to the results of internal control evaluation.
2、 Internal control evaluation conclusion
According to the identification standard of internal control defects in financial reporting, the company has no major defects and important defects in internal control of financial reporting during the reporting period. The board of Directors believes that the company has maintained effective internal control over financial reporting in all major and important aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
According to the identification standard of major defects in internal control over non-financial reports, the company did not find any major defects and important defects in internal control over non-financial reports during the reporting period. The board of Directors believes that the company has maintained effective internal control and continuous supervision in all major and important aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the benchmark date of the self-evaluation report of internal control to the date of issuance of the self-evaluation report of internal control.
The company has no major defects or important defects in internal control continued in previous years. In the future, the company will continue to strengthen the construction of internal control, improve the internal control system suitable for the company’s business scale management, competition and risk level, timely adjust and standardize with the changes of internal operation, and strengthen the supervision and inspection of internal control.
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 units included in the evaluation scope mainly include: Beijing Quanshi World Online Network Information Co.Ltd(002995) , Beijing Quanshi World Online Network Information Co.Ltd(002995) Chaoyang Branch, Beijing full-time Beijing Quanshi World Online Network Information Co.Ltd(002995) Network Information Co., Ltd. Shaanxi Branch, Beijing Quanshi World Online Network Information Co.Ltd(002995) Anhui Branch, Beijing Quanshi World Online Network Information Co.Ltd(002995) Shenzhen Branch, Beijing Quanshi World Online Network Information Co.Ltd(002995) Shijiazhuang branch, Beijing Guanglian Pioneer Network Technology Co., Ltd., Beijing Guanglian Pioneer Network Technology Co., Ltd. Chaoyang Branch Shanxi Branch of Beijing Guanglian Pioneer Network Technology Co., Ltd., Beijing full-time pioneer Online Network Information Technology Co., Ltd., Beijing full-time Enterprise Online Network Information Technology Co., Ltd., Beijing Xuanwu era technology Co., Ltd., Chaoyang Branch of Beijing Xuanwu era technology Co., Ltd., Beijing Swire era network technology Co., Ltd., Beijing qiyuantiandi Network Information Technology Co., Ltd Tianjin Swire times Network Technology Co., Ltd., Sichuan full-time Tiandi Pioneer Network Technology Co., Ltd., Sichuan Guanglian Pioneer Network Technology Co., Ltd., Chengdu future Tiandi Advertising Co., Ltd., Jinan Cambricon Technologies Corporation Limited(688256) Network Technology Co., Ltd., Jinan Wangxin advertising media Co., Ltd. and Beijing full-time Jinhui Network Technology Co., Ltd. The total assets of the units included in the consolidation 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 operating revenue in the company’s consolidated financial statements. The main businesses included in the evaluation scope include: network information promotion services, Internet comprehensive marketing services and enterprise SaaS marketing services. The items included in the scope of evaluation include: 1. Governance structure
In accordance with the company law, the securities law, the articles of association and other laws and relevant provisions, the company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism.
(1) The general meeting of shareholders is the highest authority of the company. The company has formulated the rules of procedure of the general meeting of shareholders, which clearly stipulates the nature, functions and powers of the general meeting of shareholders and the working procedures such as convening, notification, proposal, voting and resolution of the general meeting of shareholders. The effective implementation of the rules of procedure of the general meeting of shareholders ensures that the general meeting of shareholders exercises the decision-making power on major matters according to law, which is conducive to protecting the legitimate rights and interests of shareholders.
(2) The board of directors is the company’s permanent decision-making body, which is responsible to the general meeting of shareholders, deliberates and makes resolutions on major decision-making issues in the company’s business activities. The chairman of the board of directors shall be elected by the shareholders’ meeting. The board of directors of the company is composed of five directors, with one chairman, including two independent directors. It has four special committees, namely strategy committee, audit committee, nomination committee, remuneration and assessment committee, and the securities investment department led by the Secretary of the board of directors; The members of the special committee are all directors and independent directors of the company. The company has formulated the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the working system of the Secretary of the board of directors, the rules of procedure of the strategy committee, the rules of procedure of the audit committee, the rules of procedure of the remuneration and assessment committee and the rules of procedure of the nomination committee, which stipulate the selection and appointment procedures of directors, the obligations of directors, the composition and responsibilities of the board of directors, the working procedures of independent directors Composition and responsibilities of each special committee. The effective implementation of these systems can ensure that the board of directors and special committees can effectively perform their duties and provide help for the scientific decision-making of the board of directors.
(3) The board of supervisors is the supervisory body of the company, which is responsible for supervising the behavior of directors and managers and the company’s finance. The board of supervisors of the company is composed of three supervisors, one of whom is the employee representative. The company has formulated the rules of procedure of the board of supervisors, which clearly stipulates the responsibilities of supervisors, the functions and powers of the board of supervisors, the convening and notification of the board of supervisors, resolutions, etc. The effective implementation of the rules of procedure of the board of supervisors is conducive to give full play to the supervisory role of the board of supervisors and protect the interests of shareholders, the company and the legitimate interests of employees from infringement.
(4) The general manager is fully responsible for the daily operation and management activities of the company and organizes the implementation of the resolutions of the board of directors.
The company has formulated the detailed rules for the work of the general manager, which stipulates the responsibilities of the general manager, the general manager reporting system, the supervision system and so on. The general manager’s working rules has been effectively implemented, ensuring the effective implementation of various decisions of the board of directors, and improving the company’s operation and management level and risk prevention ability.
2. Internal organizational structure
The internal environment is the basis for the company to implement internal control. The company has completely and comprehensively built a good internal environment in terms of governance structure, organization setting, authority distribution and so on. During the reporting period, the controlling shareholders of the company and the company were independent of each other in terms of personnel, assets, finance, institutions and business; It has also established a corporate governance structure with scientific management and clear rights and responsibilities. By reasonably dividing the responsibilities of various departments and positions, and implementing the principle of separation of incompatible positions, it has formed a mechanism of clear division of labor, mutual cooperation and mutual checks and balances between various departments, ensured the orderly and healthy operation of the company’s production and operation activities and guaranteed the realization of control objectives.
All departments and subordinate subsidiaries of the company operate under the leadership of the management according to the management system formulated by the company, further optimize the functions of the organization, complete the reconstruction and integration of management, and truly realize information sharing and resource integration.
3. Development strategy
The strategic committee under the board of directors of the company studies and puts forward suggestions on the company’s long-term development plan, asset operation and major project decisions, holds meetings regularly or irregularly to review the company’s major strategic plans and measures, determines and timely adjusts the company’s development objectives, and improves the core competitiveness of the enterprise through continuous innovation.
4. Corporate culture
The company attaches great importance to strengthening the construction of corporate culture, cultivating positive values and sense of social responsibility, advocating the spirit of honesty and trustworthiness, love and dedication, innovation and teamwork, adhering to the values of “Heaven rewards diligence and down-to-earth”, establishing modern management concept and strengthening risk awareness. Directors, supervisors and senior managers play a leading role in the construction of corporate culture. Employees abide by the code of conduct and earnestly perform their post responsibilities.
5. Human resources
The company has a high-quality, stable and sufficient talent team, which is the guarantee for the company to maintain a leading position in the Internet marketing industry. The company continues to introduce human resources policies conducive to the sustainable development of the enterprise. According to the labor law and relevant laws and regulations and in combination with the requirements of the overall structure of the company, the company has established and improved personnel management arrangements such as employee recruitment, training, assessment and promotion, which provides a strong guarantee for the company to attract, retain and motivate talents. According to its own situation, in terms of human resources strategy and planning, the company has formulated matching norms and processes for personnel recruitment, employee training, salary, welfare guarantee, performance appraisal, internal transfer, job promotion and other aspects, and paid various social insurances to employees in accordance with national regulations; At the same time, the implementation of corporate culture and effective incentive measures have stimulated the work enthusiasm of employees, ensured the realization of the company’s business objectives and employees’ personal development, and laid the foundation for the sustainable development of the company.
6. Financial activities
For fund management, the management of each business department of the company has jointly established a unified and perfect management system with the financial department, including fund use approval, foreign investment, monetary fund management, use and management of raised funds, and clarified the authority and responsibility of fund expenditure from application, approval to payment and subsequent review. The company shall do a good job in fund management in strict accordance with relevant management systems, ensure the principle of reasonable, safe and effective use of the company’s funds, and ensure sufficient and reasonable financial support for the development of the company. 7. Asset management
The company has formulated a relatively perfect “fixed assets management system” and “procurement process and management measures”, which stipulates the purchase, registration, follow-up management, disposal and other stages of the company’s fixed assets. The company carries out strict electronic registration, numbering, management and recording of fixed assets, designs strict control procedures for the procurement, approval, storage and accrual of accumulated depreciation of assets, and adopts the scheme management of financial bookkeeping, business management of physical objects and regular inventory, so as to ensure the safety and accurate pricing of assets, strictly control the daily management and maintenance of fixed assets and protect the safety of fixed assets, At the same time, clarify the responsibilities and roles of various departments through the system, strictly control the fixed assets and procurement checkpoints, and effectively manage and utilize the assets.
8. Financial Report
The financial department of the company is responsible for preparing the company’s financial report, and completing the work in strict accordance with the latest national accounting policies and other laws and regulations and the relevant internal control system of the company, so as to ensure the authenticity, accuracy and integrity of the company’s financial report. For the company’s annual financial report, the company employs an accounting firm to audit in accordance with the regulations, and the accounting firm issues an audit report on the basis of the audit to ensure that there are no major errors in the company’s financial report. At the same time, the information disclosure of financial reports shall be carried out in accordance with the company’s information disclosure management system. In this process, relevant insiders shall be registered and supervised in time to ensure that the company’s financial information will not be disclosed in advance. 9. Contract management
The company has established a relatively perfect contract approval system and realized the one-line management mode of contract application, approval and archiving through OA information means, which has greatly improved the business process and efficiency, and strengthened the tracking management while clarifying the signing and approval authority of various contracts. The Legal Affairs Department of the company is responsible for the management of contract archives, and has specified a clear handling process for archiving, consulting, storage and inspection, so as to ensure the standardization and timeliness of the company’s archives management. By standardizing the responsibilities, authorities, approval procedures and management requirements of various links such as contract formulation, approval, conclusion and performance, ensure the effective performance of the contract. At the same time, conduct pre-approval in the qualification review of partners, prevent contract risks and payment risks, and reduce or avoid economic losses to the company.
10. Information disclosure
Under the leadership of the Secretary of the board of directors, the company’s securities investment department is responsible for all specific work. 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, the measures for the administration of information disclosure of listed companies and other relevant laws and regulations, as well as the relevant requirements of the articles of association, the company has formulated the measures for the administration of information disclosure, the accountability system for major errors in annual report information disclosure and the internal reporting system for major information, and defined the person responsible for information disclosure The information disclosure affairs management department and relevant obligors, the responsibilities of each responsible person and obligor, the contents and standards of information disclosure, the audit process of information disclosure, the file management of documents and materials related to information disclosure, investor relations activities, such as regular reports, interim reports, the circulation procedures of major events, and formulated a specific accountability system for identified major errors.
11. Related party transactions
The company has formulated the related party transaction management system, which defines the related relationship and related parties. The related party transactions of the company are in strict accordance with the stock listing rules of Shenzhen Stock Exchange, the articles of association, the related party transaction management system and other provisions, and perform the relevant review and approval procedures. The independent directors of the company are required to issue prior approval opinions and independent directors’ opinions on the related party transactions. In 2021, The company does not damage the interests of listed companies through related party transactions.
12. Guarantee business
In accordance with the company law, the securities law, the guarantee law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other relevant laws and regulations and the articles of association, the company has formulated the external guarantee management system, which defines the approval of guarantee authorization, risk assessment Rights and responsibilities and mutual restriction requirements and measures of relevant posts in business execution management and other links. During the reporting period, the company strictly
