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51信用卡(02051.HK):集团对现有可变权益实体安排施行的内部管控的独立审查的关键审查结果及结论

51 Credit Card (02051.HK): Key findings and conclusions of the Group's independent review of the internal controls implemented in existing variable equity entity arrangements

Gelonghui Finance ·  Dec 8, 2023 17:24

On December 8, Glonghui announced that 51 Credit Card (02051.HK) announced the dispute with Mr. Yang, the former controlling shareholder who had a table with Shouhui, the termination of the comprehensive inclusion of Shouhui Group in the Group's accounts, and the Group's internal control review of the risk management and internal control system implemented by the Group (including) the Group's existing variable equity entity arrangements to identify any areas that could be further improved and consolidate its existing internal control system.

The Company is aware of the importance of good corporate governance and has been working to improve the Group's risk management and internal control systems from time to time. As disclosed in the corporate governance report contained in the company's annual report for the year ended December 31, 2022, the board of directors has reviewed the Group's risk management and internal control systems for the year ended December 31, 2022, and the results show that the relevant systems are sufficient and effective. However, in light of individual incidents involving Shouhui Group, the Group decided to conduct an internal control review of risk management and internal control systems for (among others) its existing variable equity entity arrangements to identify the scope of improvements needed, thereby strengthening the Group's existing internal control system. As a result, the company has hired Avardi Risk Consulting Limited (i.e. an external internal control consultant) to conduct an internal control review. As disclosed in the July announcement, an independent review conducted by an external internal control consultant covers the Group's internal controls over its investment management process, and will make suggestions for improvements and assist the company in evaluating the adequacy and effectiveness of the Group's internal control system. Specifically, “investment” includes all subsidiaries (including trust investment companies or companies held on behalf of shares), variable equity entities, and the company's non-holding investee companies.

The internal control review began on September 1, 2023, and the external internal control consultant completed the internal control review and the corresponding follow-up review of the internal control measures adopted by the company in November 2023. The external internal control consultant published its report on the results of the internal control review (“Internal Control Review Report”) on November 15, 2023.

According to the internal control review report, the external internal control consultant has reviewed and assessed the relevant internal control procedures of the Group and identified internal control flaws within five categories. The external internal control consultants have classified all such defects as low risk categories. These areas specifically include (i) inadequate internal information communication mechanisms for investment projects; (ii) failure to arrange ethics training for directors and legal representatives of First Benefit; (iii) failure to establish a regular communication mechanism with stock holders for First Benefit Stock Brokerage Arrangements; (iv) failure to arrange regular performance evaluations for trustees of trust investment companies; and (v) inadequate written records of certain communications, reports and other administrative records relating to First Price and certain investments. An external internal control consultant has provided the company with suggestions for improvements in this regard.

As recommended, the company has made relevant improvements to the extent possible and applicable, while adopting and implementing improved internal control procedures. In this regard, the external internal control consultant has carried out a follow-up review on the results of the above internal control review, and learned that the Group has implemented the recommendations (if applicable). The external internal control consultant has not provided any additional advice to the company since the completion of the follow-up review until the date of the internal control review report.

The translation is provided by third-party software.


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