Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
The audit committee under the 8th board of directors in 2021
Summary report on performance of duties
During the period from January 1, 2021 to December 31, 2021 (hereinafter referred to as the “reporting period”), the audit committee of the 8th board of directors of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (hereinafter referred to as the “company”) reviewed the financial information and disclosure of the company and its subsidiaries (hereinafter referred to as the “group”), reviewed the internal control system of the group, supervised the internal audit system and its implementation of the group Relevant opinions or suggestions have been issued on the evaluation of the work of external audit institutions. The performance of duties in 2021 is reported as follows:
1、 Basic information of audit committee
The audit committee under the eighth board of directors was appointed by the first meeting of the eighth board of directors held on June 29, 2020. Its members include Mr. Huang Xianrong (director of the Committee), Ms. Wang Weihong, Mr. Chen Yajin and Mr. Huang min. The above four persons are independent non-executive directors whose term of office starts from the date of appointment on June 29, 2020 to the date of election of the members of the new board of directors.
2、 Meetings of the audit committee in 2021
During the reporting period, the audit committee actively performed its duties in accordance with the standards for the governance of listed companies, the articles of association, the detailed rules for the implementation of the audit committee of the board of directors, the code for corporate governance (hereinafter referred to as the “code for corporate governance”) in Appendix 14 of the rules for the listing of securities on the stock exchange of Hong Kong Limited and other relevant provisions of the CSRC. In 2021, the audit committee held seven meetings, and all members attended the meeting in person. The meeting considered the financial reports of the group for 2020 and the half year of 2021, as well as the management suggestions issued by the external auditor and the management response of the company; Reviewed daily connected / connected transactions and other matters; Review the accounting policies and practices adopted by the group and matters related to related party transactions; Review the company’s internal audit risk control report in 2020 and the audit risk control work plan in 2021; Provide opinions on major matters of the company or remind the management to pay attention to relevant risks and review the effectiveness of risk management and internal control system; Put forward suggestions to the board of directors on the change of the accounting firm of the company.
3、 Main work contents of the audit committee in 2021
1. On changing the work of external audit institutions
During the reporting period, due to the needs of business development and audit work, the company selected the 2021 annual financial audit institution and the 2021 internal control audit institution in accordance with the company’s internal control requirements and processes, and hired Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin”) as the company’s 2021 annual financial audit institution and internal control audit institution.
After verification, the Audit Committee believes that Lixin has the qualification of securities and futures related business license, and has the professional qualification and competence to provide audit services for listed companies. The project members do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. Lixin has sufficient independence, integrity and investor protection ability to meet the requirements of the company’s annual financial audit in 2021 and internal control audit in 2021.
2. Supervise and evaluate the work of external audit institutions
The members of the audit committee communicated with Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as “Daxin”), the company’s 2020 financial audit institution, on the audit scope, plan and other matters, and earnestly urged the auditors to audit with due diligence. The Audit Committee believes that in the company’s 2020 annual audit, the auditor is in a rigorous and realistic, independent and objective working attitude, can abide by professional ethics, follow audit standards, perform audit responsibilities and submit audit reports on time.
3. Supervise and evaluate internal audit
During the reporting period, the audit committee carefully reviewed the internal audit work plan of the company’s audit department and recognized the feasibility of the plan. At the same time, it urged the company’s internal audit institutions to strictly implement the audit plan and put forward guiding opinions on the problems arising from internal audit. After reviewing the internal audit work report and evaluating the results of the internal audit work, we found no major problems in the internal audit work. 4. Supervise and evaluate the effectiveness of internal control
The company has established a relatively perfect corporate governance structure and governance system in accordance with the company law, the internal control manual and relevant supporting guidelines and the requirements of relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange. During the reporting period, the company was able to implement various laws and regulations, the articles of association and relevant internal management systems, standardize the operation of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and effectively protect the legitimate rights and interests of the company and shareholders.
The audit committee carefully reviews the internal control evaluation report of the company and the internal control audit report issued by Daxin, and reviews and reviews the implementation and effectiveness of the company’s financial control, internal control, internal audit and risk management system. The internal control audit report issued by Daxin believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the internal control manual and relevant regulations.
5. Review of related / connected transactions of the company
During the reporting period, the audit committee reviewed the connected / connected transactions and found no damage to the interests of the company and its shareholders.
4、 Work related to annual audit and annual report preparation in 2021
According to the requirements of the notice on the disclosure of 2021 annual report of listed companies on the main board issued by Shanghai Stock Exchange on January 18, 2022, the members of the audit committee carefully study the relevant requirements, and actively cooperate with the company’s work related to the audit and preparation of the annual report in 2021 in accordance with the implementation rules of the audit committee of the board of directors and the requirements of the working procedures of the annual report of the audit committee, including:
(1) Negotiated with the company’s annual audit institution and the company’s financial department on the audit time and work arrangement of 2021, determined the work arrangement table of 2021 annual report, and reviewed the submitted audit plan.
(2) The audit committee reviewed the financial and accounting report (first draft) prepared by the company on March 9, 2022 and issued a written review opinion.
(3) After the company’s auditors preliminarily completed the audit, the audit committee reviewed the financial report again and issued a written review opinion. The Audit Committee believes that the 2021 financial report of the company truly, accurately and completely reflects the overall situation of the company, and there are no fraud, fraud and material misstatement related to the financial and accounting report.
(4) On March 18, 2022, the audit committee held the first meeting of 2022, deliberated and approved the company’s 2021 annual report and summary and the company’s 2021 annual financial report and other relevant proposals, and agreed to submit them to the board of directors of the company for deliberation.
5、 Overall evaluation
During the reporting period, The audit committee shall, in accordance with the relevant rules of Shanghai Stock Exchange and the applicable responsibilities contained in the corporate governance code (including but not limited to reviewing the company’s financial information, financial reporting system, reviewing and reviewing the financial control, internal control, internal audit and risk management system and its implementation, as well as its effectiveness and performing other responsibilities listed in the corporate governance code) and the detailed rules for the implementation of the audit committee of the board of directors of the company And other relevant regulations, and fulfilled the responsibilities of the audit committee under the board of directors with due diligence. In 2022, we will continue to follow the professional standards of independence, objectivity and impartiality and better complete the authorized responsibilities of the company and the board of directors.
Independent directors: Huang Xianrong, Wang Weihong, Chen Yajin, Huang Min
March 18, 2022
