Whole Easy Internet Technology Co.Ltd(002464)
Self evaluation report on internal control in 2021
Whole Easy Internet Technology Co.Ltd(002464) all shareholders:
In accordance with 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 internal control system and evaluation methods of the company (hereinafter referred to as the "company"), 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 (benchmark date of internal control self-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 self-evaluation report in accordance with the provisions of the enterprise's internal control standard system. Establish and implement the internal control of the board of supervisors. 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、 Basic information of the company
Kunshan Jinli surface material application technology Co., Ltd. (hereinafter referred to as "the company" or "the company") signed the document of "Kun Jing Kai Zi (93) No. 40" of the Management Committee of Jiangsu Kunshan Economic and Technological Development Zone and the document of foreign investment of the people's Republic of China (Wai Jing Mao Zi (1993) No. 11548) of the people's Government of Jiangsu Province in March 1993
The sole proprietorship enterprise approved by the enterprise approval certificate has a registered capital of 840000 US dollars. On April 2, 1993, he received the business license of enterprise legal person with the registration number of industrial and commercial enterprise dusu Zi No. 00163. In September 2006, it was changed into a Sino foreign joint venture limited liability company after equity transfer with the approval of Kun Kai Zi [2006] No. 413 of the Management Committee of Jiangsu Kunshan Economic and Technological Development Zone. With the approval of Shang Zi PI [2007] No. 468 document of the Ministry of Commerce, the audited net assets on September 30, 2006 were 80 million yuan, converted into 80 million shares in the proportion of 1:1, and the whole was changed into a joint stock limited company. On March 29, 2007, the company was registered with Suzhou administration for Industry and commerce according to law and obtained a business license with a registered capital of 80 million yuan. In December 2008, the registered capital of the company increased by 20 million yuan, and the registered capital increased to 100 million yuan.
The company issued 35 million RMB common shares (A shares) on August 18, 2010 after being approved by the China Securities Regulatory Commission (CSRC) in document zjxk [2010] No. 906. With the consent of SZS [2010] No. 273 document of Shenzhen Stock Exchange, the RMB common shares issued by the company from August 31, 2010 are listed and traded in Shenzhen Stock Exchange. The company completed the relevant industrial and commercial change registration procedures on October 14, 2010 and obtained the business license of enterprise legal person renewed by Suzhou administration for Industry and Commerce of Jiangsu Province. The company type was changed from a joint stock limited company (Sino foreign joint venture, unlisted) to a joint stock limited company (Sino foreign joint venture, listed). The registered capital of the company is changed from RMB 100 million to RMB 135 million.
On December 21, 2012, the company received the reply on Approving the major asset reorganization of Kunshan Jinli surface material application technology Co., Ltd. and the purchase of assets by issuing shares to Kangquan (Shanghai) Trading Co., Ltd. (zjxk [2012] No. 1700) of China Securities Regulatory Commission, and approved the major asset reorganization of the company and the transaction of issuing 10589953 shares to Kangquan (Shanghai) Trading Co., Ltd. to purchase relevant assets. The company completed the listing of new shares on February 20, 2013, and the registered capital of the company increased to 145589953 yuan.
April 21, 2015, soneminc Signed a share transfer agreement with Zhuhai Hengqin New Area Changshi Capital Management Co., Ltd. (hereinafter referred to as "Zhuhai Changshi"), soneminc It transferred 42221086 shares of the company (accounting for 29% of the total shares of the company) to Zhuhai Changshi. After the equity transfer, the controlling shareholder of the company was changed to Zhuhai Changshi and the actual controller was changed to Guo Changwei.
On September 2, 2015, the company held the third extraordinary general meeting of shareholders in 2015, which deliberated and passed the proposal on the purchase and sale of major assets of the company. The company agreed to designate Horgos MOGA Internet Entertainment Co., Ltd. as a special purpose company (SPC), and Horgos MOGA Internet Entertainment Co., Ltd. shall carry out the asset purchase transactions in the purchase and sale of major assets and related transactions, That is to buy 100% equity of Hong Kong MOGA Technology Co., Ltd. (hereinafter referred to as "mmoga") held by Mike alig in cash. At the same time, it sold its existing assets, businesses and liabilities to Kunshan Fengshi electronic technology company established by Fang Youling. On October 19, 2015, the company announced that it had completed the equity transfer procedures of mmoga, thus realizing the transformation from traditional manufacturing industry to Internet e-commerce intermediary platform company.
On July 26, 2016, Zhuhai Changshi, the controlling shareholder of the company, signed the share transfer agreement with Ningbo ran Shengrui investment management partnership (limited partnership) (hereinafter referred to as "ran Shengrui"), which agreed that Zhuhai Changshi would transfer 35 million shares of the company held by it to ran Shengrui. After the equity transfer registration procedures are completed, ran Shengrui is the largest shareholder (controlling shareholder) of the company, and the actual controller of the company is still Mr. Guo Changwei.
The company held the 23rd Meeting of the 4th board of directors on July 19, 2017, and deliberated and adopted the proposal on acquiring 100% equity of Cailiang technology. The company plans to acquire Gu Hongliang, Gongqing chengwo times investment management partnership (limited partnership) and Xiaochang Mingya Investment Center (limited partnership) with self raised funds of 475 million yuan, holding 100% equity of Beijing xincailiang Technology Co., Ltd. On July 19, 2017, it signed the asset purchase agreement between Kunshan Jinli surface material application technology Co., Ltd. and the shareholders of Beijing xincailiang Technology Co., Ltd. with the counterparty, and completed the acquisition in August 2017.
The company and Haitong M & a capital management (Shanghai) Co., Ltd. (hereinafter referred to as "Haitong M & a capital"), ransheng (Ningbo) Equity Investment Fund Management Co., Ltd. (hereinafter referred to as "ransheng fund") and Horgos MOGA Internet Entertainment Co., Ltd. (hereinafter referred to as "Horgos MOGA") jointly establish a limited partnership investment fund, with the investment fund as the main body, Directly or indirectly acquired 28% equity of micro screen software technology (Shanghai) Co., Ltd. held by Shanghai nengguan investment management partnership (limited partnership), signed the investment cooperation framework agreement of micro screen investment fund, and issued an announcement on November 21, 2017 to confirm the completion of the relevant acquisition. The company held the fourth extraordinary general meeting of shareholders in 2017 on September 28, 2017, and deliberated and passed the proposal on changing the company's name and securities abbreviation, the proposal on changing the company's business scope and domicile, and the proposal on Amending the articles of association. The company has recently completed the industrial and commercial change registration procedures and received the business license renewed by Suzhou administration for Industry and commerce. The name of the company was renamed Whole Easy Internet Technology Co.Ltd(002464) , and the business scope of the company was changed to Internet information service business; Sales of entertainment digital products; Technology development, technology transfer, technical consultation and technical services of computer software and auxiliary equipment. (except those restricted or prohibited by the state) (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments). Upon the application of the company and the approval of Shenzhen Stock Exchange, the abbreviation of the company's securities has been changed from "Jinli Technology" to "Zhongying Internet" since November 15, 2017, and the company's securities code remains unchanged as " Whole Easy Internet Technology Co.Ltd(002464) ". On November 15, 2017, Ningbo ran Shengrui investment management partnership (limited partnership) (hereinafter referred to as "ran Shengrui"), Bogart (Shanghai) Trading Co., Ltd. (hereinafter referred to as "Bogart"), firstxinc Zhuhai Hengqin New Area Changshi Capital Management Co., Ltd. (hereinafter referred to as "Zhuhai Changshi") transferred 4296297 shares, 272497 shares, 9005552 shares and 11553737 shares held by it to Ningbo Meishan free trade port Ruishen equity investment partnership (limited partnership) (hereinafter referred to as "Ningbo Ruishen") with an agreement of RMB 41.25 per share, and the transfer price was RMB 17722225125 respectively 11240517750 yuan, 37147902000 yuan and 47659165125 yuan. Before this transfer, Bogart held 6227125 shares of the company, accounting for 2.67% of the total share capital of the company; FIRSTEXINC. Holding 9005552 shares of the company, accounting for 3.87% of the total share capital of the company; Zhuhai Changshi holds 11553737 shares of the company, accounting for 4.96% of the total share capital of the company. After the equity transfer registration is completed, baogemart holds 3502151 shares of the company, accounting for 1.50% of the total share capital of the company. Zhuhai Changshi and firstinc Ningbo Ruishen no longer holds the company's shares. Ningbo Ruishen holds 23284263 non tradable shares of the company, accounting for 10.00% of the total share capital of the company. It is the shareholder holding more than 5% of the company (the third largest shareholder).
On August 9, 2019, ran Shengrui signed the supplementary agreement of Whole Easy Internet Technology Co.Ltd(002464) share transfer agreement and voting right entrustment agreement with Weimeng mutual entertainment investment partnership (limited partnership) (hereinafter referred to as "Weimeng mutual entertainment") in Ningbo Meishan free trade port area. On October 29, 2019, ran Shengrui signed the agreement on cancellation of voting right entrustment and the agreement on waiver of voting right with Weimeng mutual entertainment, The actual controller of the company was changed from Mr. Guo Changwei to Mr. Li Hualiang, and the controlling shareholder of the company was changed from ran Shengrui to Ningbo Ruishen. The proposal on the reorganization of the company was reviewed and approved by the 19th board of directors on May 21, 2021. On July 19, 2021, the company received the notice ([2021] v. top note No. 143) issued by Lishui intermediate people's Court of Zhejiang Province (hereinafter referred to as "the court"), the main contents of which are as follows: the company was registered for pre reorganization, and the company applied for pre reorganization to Longquan Municipal People's Government on May 26, 2021. Longquan Municipal People's government organized the pre reorganization manager review team, and with the consent of more than two-thirds of the creditors with known creditor's rights, Beijing Jindu (Hangzhou) law firm was determined as the pre reorganization manager
People. According to the opinion that Longquan Municipal People's government agreed to start the pre reorganization on July 13, 2021, the court registered the pre reorganization of the company on July 19, 2021.
The company received the notice of the first creditors' meeting of Whole Easy Internet Technology Co.Ltd(002464) pre reorganization case from the pre reorganization manager on November 2, 2021. The pre reorganization manager convened the first creditors' meeting of the company's pre reorganization on November 18, 2021 through consultation with all parties and under the guidance of the court to deliberate and vote on the draft Whole Easy Internet Technology Co.Ltd(002464) pre reorganization plan (hereinafter referred to as the "draft pre reorganization plan"). In view of the fact that the draft pre reorganization plan involves the adjustment of investors' rights and interests, according to the relevant provisions of the enterprise bankruptcy law of the people's Republic of China, a meeting of investors' group was held on November 18, 2021 to vote on the contents of the "adjustment plan of investors' rights and interests" in the draft pre reorganization plan, and the adjustment plan of investors' rights and interests in the draft Whole Easy Internet Technology Co.Ltd(002464) pre reorganization plan was considered and adopted. On November 22, 2021, the company received the letter "Notification on the final voting of the first creditors' meeting of Whole Easy Internet Technology Co.Ltd(002464) pre reorganization proposal" sent by the pre reorganization manager. As of November 21, 2021, the first creditors' meeting of the pre reorganization proposal voted and approved the Whole Easy Internet Technology Co.Ltd(002464) pre reorganization plan (Draft), and the company entered the pre reorganization procedure.
3、 Objectives and principles for the company to establish internal control system
(I) objective of the company to establish internal control system
1. Establish an internal organizational structure that meets the requirements of modern company management to ensure the realization of the company's operation and management objectives;
2. Establish an effective risk control system, strengthen risk management and ensure the normal and orderly operation of the company's business activities;
3. Establish a good internal control environment of the company, eliminate hidden dangers and plug loopholes, timely find and prevent fraud, correct errors and protect the safety and integrity of the company's assets;
4. Standardize the company's accounting behavior, ensure the authenticity and integrity of accounting materials, and improve the quality of accounting information; 5. Ensure the implementation of relevant national laws and regulations and the company's internal rules and regulations.
(II) basic principles followed by the company in establishing internal control system
1. Principle of comprehensiveness. Internal control shall run through the whole process of decision-making, implementation and supervision, covering various businesses and matters of the company and its subordinate units;
2. Principle of importance. Internal control should pay attention to important business matters and high-risk areas on the basis of comprehensive control.
3. Principle of checks and balances. Internal control should be in the governance structure, institutional setting, distribution of rights and responsibilities and business
