China United Network Communications Limited(600050)
2021 performance report of the audit committee of the board of directors
China United Network Communications Limited(600050) (hereinafter referred to as “the company”), the audit committee of the board of directors, in accordance with relevant laws and regulations, the articles of association and the working rules of the audit committee of the board of directors of the company, and based on the principle of diligence, earnestly performed various duties of the audit committee, supervised external audit work, guided internal audit work and reviewed major connected transactions, Promote the company to establish effective internal control and provide true, accurate and complete financial reports. The performance of duties in 2021 is reported as follows:
1、 Performance of the audit committee of the board of directors
(I) general election of audit committee
In 2021, China United Network Communications Limited(600050) closely focused on the 16 character policy of “strengthening incentives, improving governance, highlighting main business and improving efficiency”, deepened the implementation of mixed ownership reform and completed the first general election of the board of directors after the mixed reform. Continuing the composition of the previous board of directors, the members of the seventh board of directors have diverse work experience and rich industry experience, and continue to give full play to the governance advantages of the diversified board of directors. During the reporting period, the audit committee of the board of directors held a general election after deliberation and approval by the board of directors. The seventh Audit Committee of the board of directors is composed of directors Wu Xiaogen, Wang Junhui, Gu Jiadan, Gao Yunhu, Bao shuowang and Tong Guohua. Among them, Mr. Wu Xiaogen, Gu Jiadan, Gao Yunhu, Bao shuowang and Tong Guohua are independent directors, and Mr. Wu Xiaogen is the director of the audit committee.
The general election procedures of the audit committee of the company comply with relevant regulations. In the audit committee, independent directors account for more than 1 / 2 of the total members; All members have professional knowledge and business experience that can be competent for the responsibilities of the Audit Committee; At the same time, the director of the audit committee is Mr. Wu Xiaogen, an independent director and accounting professional, with professional experience in accounting and financial management.
(II) all members of the audit committee perform their duties diligently
During the reporting period, the audit committee held four meetings to review important matters including the company’s periodic report, 2020 final account report, internal control and risk management, daily connected transactions, change of accounting firm, and raised funds related to the reform of mixed ownership, and submitted relevant review opinions and resolutions to the board of directors. The above meeting procedures meet the requirements of relevant laws and regulations and relevant systems of the company. All members were aware of their corresponding rights, obligations and responsibilities, and devoted enough time to dealing with the company’s affairs, including listening to the company’s report, fully understanding relevant information, carefully reviewing various proposals, putting forward deliberation opinions, and putting forward useful suggestions on the company’s internal control and management.
During the reporting period, the meetings of the audit committee were as follows:
Time and place of the session and matters to be considered
And method (passed by vote at the meeting and submitted to the board of directors)
The 6th board of directors March 2021 Beijing 1 Proposal on 2020 annual report;
On site meeting of the Audit Committee on the 11th 2 Proposal on the financial statement report of 2020;
14th meeting 3 Proposal on daily connected transactions, and issue the proposal
Review opinions of the;
4. Special on the deposit and actual use of the company’s raised funds
Proposal of the report;
5. About using idle raised funds to temporarily supplement China United Network
The proposal on the working capital of Luotong Communication Co., Ltd;
4. Proposal on the special description of the company’s external guarantee;
5. About using idle raised funds to temporarily supplement China United Network
Proposal on the working capital of Luotong Communication Co., Ltd;
6. On the adjustment of the investment amount of the investment project with raised funds by the company
Proposal;
7. Proposal on the special description of the company’s external guarantee;
8. Proposal on changing the accounting firm;
9. Proposal on the company’s internal control evaluation report in 2020;
10. Provision for impairment of assets and write off of assets in 2020
Loss proposal;
11. Proposal on the performance report of the board of auditors in 2020
Case.
The meeting heard and discussed KPMG Huazhen Certified Public Accountants (special)
Special general partnership (hereinafter referred to as “KPMG Huazhen”)
Annual report, audit report and relevant introduction of the company.
In addition, the meeting also heard the company’s internal audit and risk management
And the work plan for 2021 and the construction of the rule of law in 2020
Report on.
Communication mode of the 7th board of directors in April 2021 1 1 Proposal on the company’s report for the first quarter of 2021
The audit committee also reviewed the accounting firm’s report on the first quarter of 2021 at its meeting on the 21st
Report of the first meeting on the implementation of the agreed procedures
The 7th board of directors August 2021 Beijing 1 Proposal on the company’s 2021 semi annual report;
On site meeting of the Audit Committee on the 19th 2 Proposal on daily connected transactions;
Second meeting 3 About the deposit and actual of the company’s raised funds in the first half of 2021
Proposal of special report on use.
The meeting also heard Deloitte & Touche Tohmatsu (special general)
Partnership) (hereinafter referred to as “Deloitte”) for the half year of 2021
2021 review report and relevant introduction of the company, as well as the company
Report on internal audit and risk management in the first half of the year.
The 7th board of directors October 2021 Beijing 1 Proposal on the third quarter report of the company in 2021
At the on-site meeting on January 21, the audit committee also heard the report of Deloitte & Touche
The third meeting will implement the agreed procedures and report on the 2021 audit plan in the third quarter.
2、 Key matters concerned by the audit committee of the board of directors
The audit committee performed its duties diligently in accordance with the requirements of relevant regulations. Key concerns include:
(I) supervise and evaluate the work of external auditors
According to the relevant provisions of the Ministry of finance of the people’s Republic of China and the state owned assets supervision and Administration Commission of the State Council on the accounting firm’s commitment to the audit of the financial final accounts of central enterprises, the original accounting firm KPMG of the company has reached the longest continuous employment period after the audit in 2020 and must be changed. The audit committee has fully communicated with the management, fully understood and reviewed the basic information, relevant certification documents of professional qualification, business scale, personnel information, professional competence, investor protection ability, independence and integrity of Deloitte Touche Tohmatsu (special general partnership), and believes that Deloitte Touche Tohmatsu has relevant business audit qualification, Able to meet the company’s audit needs.
In combination with the selection and employment of the company’s audit institution in 2021 and the resolution of the 2020 annual general meeting of shareholders, the company hired Deloitte as the external audit institution of the company’s audit service in 2021 to provide the company with services including 2021 annual financial statement audit, internal control audit related to financial report, review of semi annual report, agreed procedures of quarterly report and so on, And other professional services that do not affect their independence. During the reporting period, the audit committee and Deloitte had full discussion and communication on the audit scope, audit plan, audit methods and other matters, and required the external auditor to report the external audit to the audit committee and independent directors in time to ensure that the external auditor can follow the principle of independence, Issue objective and fair audit opinions on the authenticity and accuracy of accounting statements and the effectiveness of internal control related to financial reports, and approve the interim opinions. While providing audit services, it can timely inform the company of the supervision and disclosure requirements of regulatory authorities, and put forward effective internal control suggestions. In order to maintain the continuity of audit work and improve work efficiency, the audit committee recommends that the board of directors request the 2021 annual general meeting of shareholders to approve the reappointment of Deloitte as auditor.
(II) supervise and evaluate internal audit
In 2021, the audit committee carefully reviewed the company’s internal audit work report in 2020 and the internal audit work plan in 2021, and reviewed the company’s internal audit work report in the first half of 2021. The Audit Committee believes that the company can seriously organize and carry out various internal audits in accordance with the audit plan, and recognizes the necessity and feasibility of the company’s internal audit related work. At the same time, the audit committee urged the company to continuously improve the audit management system, implement the relevant internal audit work in strict accordance with the work plan, and fulfill the internal audit supervision with due diligence.
(III) review the company’s financial report and express opinions on it
Review the interim audit report and the supervision committee of the company on a regular basis according to the requirements of the interim audit rules and the supervision committee of the company, and put forward relevant opinions on the interim audit report and the supervision committee of the company on a regular basis.
The schedule and work plan of the audit of the company’s annual financial report shall be determined by the audit committee through consultation with the external auditor. By holding separate communication meetings with external auditors and other means, the audit committee strengthens the communication with auditors in the audit process, carefully reviews the annual financial and accounting statements of the company with audit opinions to be issued by auditors, and submits the deliberation and voting opinions to the board of directors.
(IV) coordinate the communication between the company and external auditors and supervise and evaluate internal control
1. During the review of the company’s 2020 annual report, the audit committee listened to and discussed KPMG Huazhen’s report on the audit of 2020 annual report and the relevant introduction of the company, and considered the company’s 2020 internal control evaluation report. KPMG Huazhen audited the effectiveness of internal control related to the company’s financial report and issued a standard unqualified internal control audit report.
The Audit Committee believes that the management of the company attaches great importance to the relevant suggestions in the process of internal control and external audit, and the measures formulated are feasible. It is hoped that the company will effectively strengthen internal control and continuously improve the management level of the company.
2. During the review of the company’s 2021 semi annual report, the audit committee listened to and discussed Deloitte’s report on the review of the 2021 semi annual report after the change of the accounting firm and the relevant introduction of the company, and listened to the company’s report on internal audit and risk management in the first half of 2021.
The Audit Committee believes that the company’s management attaches great importance to the relevant suggestions in the process of internal control review and interim review, and the measures formulated are feasible. At the same time, we hope that the company will continue to follow up relevant progress and promote the continuous optimization of the company’s internal control system and the effective improvement of business efficiency.
3. During the review of the company’s report for the third quarter of 2021, the audit committee listened to the report of the external auditor on the company’s audit work plan for 2021, and put forward suggestions on the schedule of the plan, audit focus, application of the new accounting standards, etc
