Zhongchang Big Data Corporation Limited(600242)
Internal control audit report of the board of directors on the negative opinion issued by the accounting firm
Special description of
Zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongxinghua office”) audited the effectiveness of internal control over the financial report of Zhongchang Big Data Corporation Limited(600242) (hereinafter referred to as “the company”) on December 31, 2021, and issued the internal control audit report with negative opinion of zhongxinghua internal control audit Zi (2022) No. 010037.
1、 “Matters leading to negative opinions” in the internal control audit report
(I) Li qunnan, director of Zhongchang data, was put on criminal record for suspected misappropriation of funds
Li qunnan, the current director of Zhongchang data, was suspected of misappropriating funds and was criminally filed on November 11, 2021.
As of December 31, 2021, Li qunnan, director of Zhongchang data, suspected of misappropriating funds has not been properly handled. This incident led to major defects in the implementation of internal controls such as the internal supervision environment of Zhongchang data, the approval of major asset purchase decisions and the approval of external payments.
In 2021, Zhongchang data failed to fully identify related parties and their potential related party transactions, and it was impossible to determine whether the matters involved in the criminal filing of Li qunnan, the director of Zhongchang data, constituted related party transactions and the occupation of related party funds, as well as whether there were other forms of potential related party transactions, and the related internal control operation failed.
(II) failure of internal control over financial reporting due to change of management
In September 2021, the main management and business teams of Zhongchang data changed. In this process, the official seal was out of control, the main customers and suppliers stopped cooperation, the large amount of accounts receivable were not recovered in time, and some financial data were not provided, resulting in major defects in the implementation of internal control in many important processes involving the preparation of financial reports, such as seal management, sales and collection, procurement and payment, revenue and cost recognition, etc.
(III) there are major defects in the implementation of internal control of equity investment management
Beijing Yimei Huijin Information Technology Co., Ltd. lost control in October 2019. This matter has not been properly solved in 2021. Zhongchang data failed to effectively implement the relevant internal control system of investment management, resulting in the inability to effectively control investment activities and post investment management. There are major defects in the implementation of internal control of equity investment management.
2、 Opinions of the board of directors on the internal control audit report
The board of directors of the company basically agrees with the opinions of Accountants in the internal control audit report. The management of the company has identified the above defects and included them in the company’s internal control evaluation report in 2021. The board of directors of the company will actively urge the implementation of various rectification measures and complete the rectification as soon as possible.
3、 Rectification measures for the above major defects
(I) Li qunnan, director of Zhongchang data, was put on criminal record for suspected misappropriation of funds
1. In order to standardize corporate governance, the new management of the company carried out the verification of its subordinate companies at the end of September. In the process of verification, the company found that director Li qunnan was suspected of misappropriating funds and embezzling the interests of the company during his tenure. In order to ensure the interests of the company, the company has collected and mastered relevant evidence materials and reported the case. Chaoyang Branch of Beijing Municipal Public Security Bureau issued the notice of case filing on November 11, 2021. The company is actively providing strong evidence to the public security bureau to promote the settlement of the case as soon as possible. At the same time, the company has successively started legal proceedings against the relevant parties involved to request the return of relevant funds. The company strives to actively recover relevant funds through multiple channels and ways, solve the repayment of funds suspected of embezzlement, and safeguard the interests of the company and minority shareholders.
2. The company will strengthen the management of the review procedures of related party transactions, improve the management system of related party transactions and information disclosure, actively perform the company’s information disclosure obligations, and strictly comply with these rules and regulations in practical work. Further optimize the internal control environment and provide internal control management efficiency.
(II) failure of internal control over financial reporting due to change of management
1. In order to standardize corporate governance, the new management of the company carried out the verification of subordinate companies at the end of September, and reassigned and appointed the directors, supervisors and senior managers of subordinate companies. However, during the handover process, Mr. Li qunnan dismissed the employees of the subordinate company, and the then supervisor, then employee supervisor and some employees refused to hand over some financial and personnel data. The company has repeatedly supplemented the evidence and materials for the above-mentioned matters of the original management team suspected of hiding financial vouchers in the case of director Li qunnan suspected of misappropriating funds, cooperated with the investigation of the public security organ, and actively contacted the former management to ask for the return of relevant materials.
2. The company has defined the authority for the management of all seals and licenses, the operation of all management systems (including but not limited to business and financial systems) and the archiving of all documents, so as to ensure the standard and controllability of all processes and the effective operation of internal control.
(III) there are major defects in the implementation of internal control of equity investment management
1. The company has taken legal measures to safeguard the rights and interests of the company on the matter of Yimei Huijin, and filed shareholders’ right to know litigation and performance compensation litigation respectively. Up to now, the litigation situation is as follows:
About the lawsuit of shareholders’ right to know: Beijing No. 3 intermediate people’s Court issued the civil judgment ((2021) Jing 03 min Zhong No. 13398). For details, see the announcement of Zhongchang Big Data Corporation Limited(600242) on the judgment result of the second instance of the lawsuit of the right to know (Public Notice No.: pro 2021071) disclosed by the company on November 9, 2021.
Litigation on Performance Compensation: up to now, this case has not been heard, and the company will pay timely attention to relevant progress and fulfill the obligation of information disclosure.
In addition to the above litigation, the company is actively seeking other possible ways to obtain the basic materials of audit and evaluation required for the equity valuation of Yimei Huijin.
2. In order to standardize the company’s foreign investment behavior and avoid the risks brought by investment, the company’s foreign investment management system was deliberated and adopted at the 24th Meeting of the 10th board of directors and formulated.
It is hereby explained.
Zhongchang Big Data Corporation Limited(600242) board of directors April 28, 2022
