Shanghai new power automobile technology Co., Ltd
Performance report of the audit committee of the board of directors in 2021
According to the operation guidelines of the audit committee of the board of directors of listed companies of Shanghai Stock Exchange, the performance of the audit committee of the board of directors of Shanghai New Power Automotive Technology Co., Ltd. in 2021 is reported as follows:
1、 Basic information of the audit committee of the board of directors of the company
In 2021, the company implemented and completed major asset restructuring, and completed the change of the 10th board of directors on December 6, 2021. The work of the audit committee of the board of directors of the company in 2021 includes the work of the audit committee of the ninth board of directors and the work of the audit committee of the tenth board of directors.
The members of the audit committee of the ninth board of directors of the company are as follows:
The audit committee of the 9th board of directors of the company is composed of three members: Ms. Ye Jianfang, Mr. Luo Jianrong and Ms. Gu Xiaoqiong, with Ms. Ye Jianfang as the director. All members of the audit committee of the ninth board of directors of the company are independent of the company’s daily operation and management affairs. Independent directors account for more than 1 / 2 of the total number of members. All members have the professional knowledge and experience required to perform the duties of the audit committee of the board of directors. Of which:
Ms. Ye Jianfang, an independent director, serves as the director of the audit committee of the board of directors and is responsible for presiding over the work of the audit committee. Ms. Ye Jianfang is currently a professor, doctoral supervisor and doctor of management in the school of accounting of Shanghai University of Finance and economics. She is a Chinese certified public accountant and a member of the Australian Institute of certified public accountants. She has rich experience in enterprise accounting and financial management.
Mr. Luo Jianrong, an independent director, served as a member of the audit committee. Mr. Luo Jianrong is now a senior partner, practicing lawyer and doctor of Business Administration of Shanghai jintiancheng law firm. He is also a member of China law society, a member of Shanghai Writers Association and a member of the Economic Committee of Shanghai municipal Party committee of Jiusan Society. He has rich experience in the standardized operation of listed companies and securities law.
Ms. Gu Xiaoqiong, the director, served as a member of the audit committee. Ms. Gu Xiaoqiong is currently the general manager of Saic Motor Corporation Limited(600104) finance department. She is a master of business administration, a senior accountant and has rich experience in financial accounting management of listed group companies.
The members of the audit committee of the 10th board of directors of the company are as follows:
The audit committee of the 10th board of directors of the company is composed of Ms. Ye Jianfang, Mr. Su Zimeng and Ms. Gu Xiaoqiong, with Ms. Ye Jianfang as the director. All members of the audit committee of the 10th board of directors of the company are independent of the company’s daily operation and management affairs. Independent directors account for more than 1 / 2 of the total number of members. All members have the professional knowledge and experience required to perform the duties of the audit committee of the board of directors. Of which:
Ms. Ye Jianfang, an independent director, serves as the director of the audit committee of the board of directors and is responsible for presiding over the work of the audit committee. Ms. Ye Jianfang is currently a professor, doctoral supervisor and doctor of management in the school of accounting of Shanghai University of Finance and economics. She is a Chinese certified public accountant and a member of the Australian Institute of certified public accountants. She has rich experience in enterprise accounting and financial management.
Mr. Su Zimeng is a member of the audit committee of the board of directors. Mr. Su Zimeng is currently the president of China Construction Machinery Industry Association and has rich experience in policies and regulations and standardized operation of listed companies.
Ms. Gu Xiaoqiong serves as a member of the audit committee. Ms. Gu Xiaoqiong is currently the general manager of Saic Motor Corporation Limited(600104) finance department. She is a master of business administration, a senior accountant and has rich experience in financial accounting management of listed group companies.
The responsibilities of the audit committee of the board of directors of the company mainly include: supervising and evaluating the work of external audit institutions, guiding internal audit work and reviewing the company’s financial reports; Evaluate the effectiveness of internal control and coordinate the communication between management, internal audit and relevant departments and external audit institutions. In 2021, the audit committee of the ninth board of directors and the audit committee of the tenth board of directors of the company actively performed their duties. During their term of office, all members can timely receive the business information reports regularly sent to them by the company. During their daily work and the company’s general meeting of shareholders and the board of directors, they can also actively conduct on-site investigation of the company, communicate with the company’s managers, the company’s management Finance and other relevant departments can give active support and cooperation, which provides a guarantee for the members to perform their duties.
2、 Performance of the audit committee of the board of directors in 2021
In 2021, the audit committee of the 9th board of directors and the audit committee of the 10th board of directors of the company shall, in accordance with relevant laws and regulations, relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, the articles of association and working rules of the audit committee of the board of directors, carefully supervise and guide the major asset restructuring implemented by the company in 2021, and the external audit and internal audit of the company, Third, carefully review the company’s financial report and express professional opinions; Fourth, supervise and guide the company to establish and improve the internal control system, as follows: (1) supervise, inspect and guide the major asset restructuring implemented by the company in 2021
In 2021, the company implemented and completed the major asset restructuring. The audit committee of the ninth board of directors of the company carefully supervised, inspected and guided the major asset restructuring of the company in combination with the company law, the securities law and the relevant provisions of the CSRC and Shanghai Stock Exchange, and held a meeting of the audit committee of the board of directors to discuss the restructuring plan involved in the major asset restructuring The audit and evaluation of the underlying assets were carefully supervised, inspected and guided to ensure that the relevant work of the company’s major asset restructuring was carried out in accordance with the law and completed smoothly.
(2) Supervise and evaluate the work of external audit institutions and guide the internal audit work
In 2021, the audit committee of the ninth board of directors of the company carefully carried out the work of supervising and evaluating the external audit institutions, including careful consideration of the appointment of external audit institutions, strict evaluation of the independence and professionalism of external audit institutions, and careful verification of financial audit reports, internal control audit reports and audit procedures issued by external audit institutions. The audit committee of the board of directors has carefully examined the audit practice ability and work quality of Ernst & Young Huaming Certified Public Accountants (special general partnership), and believes that it can seriously follow the independent, objective and fair practice standards in the audit work. The audit report and internal control audit report also fully reflect the company’s financial status, operating results and cash flow in 2020.
In 2021, the ninth Audit Committee of the board of directors actively carried out the coordination and communication between the management, the internal audit department and the external audit institutions, including coordinating the formulation of the annual audit work plan, coordinating and communicating the progress of the annual audit work, and holding a separate communication meeting of the external audit institutions without the participation of the management, which better ensured the smooth development of the audit work of the company in 2020.
In 2021, the audit committee of the ninth board of directors of the company seriously carried out the work guidance, supervision and inspection of the company’s internal audit department, including reviewing the work report of the company’s internal audit department, guiding the work plan for the next year, coordinating the communication between the company’s internal audit and external audit, and improving the effectiveness of the internal audit work of the company’s internal audit department.
(3) Review the company’s financial report and give opinions
In 2021, the audit committee of the ninth board of directors of the company carefully reviewed the financial audit report and budget implementation of the company in 2020, the financial report of the first quarter of 2021, the financial report of the first half of 2021 and the financial report of the third quarter of 2021, and considered that the financial report of the company was prepared in accordance with the accounting standards for business enterprises, and the contents contained truly, accurately, completely and fairly reflected the financial status and operation of the company, Agree to submit the above report to the board of directors of the company for deliberation.
(4) Evaluate the effectiveness of internal control
According to the requirements of relevant laws and regulations, the company has established and improved the relevant systems of enterprise internal control and regularly reviewed the effectiveness of the system. The audit committee of the board of directors evaluates the effectiveness of the company’s internal control system every half a year, forms an internal control evaluation report and submits it to the board of directors for review. Through supervision and review, the company’s internal control system has been further improved, The operation of the company’s internal control meets the relevant requirements issued by the CSRC and relevant departments, and the standard operation level of the company has been further improved.
3、 Meetings of the audit committee of the board of directors in 2021
In 2021, the members of the audit committee of the ninth board of directors and the audit committee of the tenth board of directors of the company earnestly fulfilled their obligations of diligence, loyalty and integrity, actively attended the meetings of the audit committee of the board of directors during their term of office and expressed professional opinions and suggestions on relevant matters. All deliberation opinions were submitted to the board of directors in time and adopted.
In 2021, the audit committee of the ninth board of directors of the company held eight meetings (the audit committee of the tenth board of directors did not hold a meeting in 2021). The meetings of the audit committee of the ninth board of directors of the company are as follows:
1. The first meeting of the audit committee of the ninth board of directors in 2021
On March 9, 2021, the audit committee of the ninth board of directors of the company held the first meeting in 2021. The meeting carefully listened to, deliberated and passed the following proposals: analysis report on 2020 budget implementation, summary report on 2020 audit work of accounting firms, supervision and inspection report on major events in 2020, evaluation report on internal control in 2020 and internal audit work plan in 2021.
2. The second meeting of the audit committee of the ninth board of directors in 2021
On March 31, 2021, the audit committee of the ninth board of directors of the company held the second meeting of 2021. The meeting carefully listened to, deliberated and passed the following proposals: the proposal on the compliance of the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds with the provisions of relevant laws and regulations, the proposal on the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions Proposal on Shanghai Diesel Engine Co.Ltd(600841) issuing shares and paying cash to purchase assets and raising matching funds and related party transaction report (Draft) and its abstract, proposal on this transaction constituting related party transaction, proposal on this transaction constituting major asset reorganization but not restructuring and listing, proposal on signing relevant supplementary agreements and performance commitment compensation agreements for this transaction The proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal methods and the appraisal purpose, and the fairness of the appraisal pricing, and the proposal on Approving the audit report, reference review report and asset appraisal report related to this transaction.
3. The third meeting of the audit committee of the ninth board of directors in 2021
On April 27, 2021, the audit committee of the ninth board of directors of the company held the third meeting of 2021. The meeting carefully listened to, deliberated and passed the following proposals: the proposal on the change of accounting policies, the report of the first quarter of 2021, the proposal on hiring the accounting firm of 2021, and the proposal on hiring the internal control audit institution of 2021.
4. The fourth meeting of the audit committee of the ninth board of directors in 2021
On June 4, 2021, the audit committee of the ninth board of directors of the company held the fourth meeting of 2021. The meeting carefully listened to, deliberated and passed the following proposal: proposal on signing the supplementary agreement to the profit forecast compensation agreement with effective conditions.
5. The fifth meeting of the audit committee of the ninth board of directors in 2021
On August 18, 2021, the audit committee of the ninth board of directors of the company held the fifth meeting of 2021. The meeting carefully listened to, deliberated and adopted the following proposals: financial report and analysis in the first half of 2021 and internal control evaluation report in the first half of 2021.
6. The sixth session of the 2021st annual audit committee of the ninth board of directors
On October 26, 2021, the audit committee of the ninth board of directors of the company held the sixth meeting of 2021. The meeting carefully listened to, deliberated and adopted the following proposal: report of the third quarter of 2021.
7. The seventh meeting of the audit committee of the ninth board of directors in 2021
On November 17, 2021, the audit committee of the ninth board of directors of the company held the seventh meeting of 2021. The meeting carefully listened to, deliberated and passed the following proposal: the proposal on SAIC Iveco commercial vehicle Investment Co., Ltd. transferring 60% of the shares of SAIC Fiat Hongyan powertrain Co., Ltd. and the company transferring 30% of the shares of SAIC Fiat Hongyan powertrain Co., Ltd.
8. The eighth meeting of the audit committee of the ninth board of directors in 2021
On November 23, 2021, the audit committee of the ninth board of directors of the company held the eighth meeting of 2021. The meeting carefully listened to, deliberated and passed the following proposal: proposal on the transaction price related to the company’s transfer of 30% equity of SAIC Fiat Hongyan powertrain Co., Ltd. 4、 Work plan of the audit committee of the board of directors in 2022
In 2021, the audit committee of the ninth board of directors and the audit committee of the tenth board of directors of the company well performed the inspection and supervision responsibilities entrusted by the company law, the securities law and other relevant laws and regulations, the relevant provisions of the CSRC and Shanghai Stock Exchange, the articles of association and the working rules of the audit committee of the board of directors. In 2022, The audit committee of the 10th board of directors of the company will continue to earnestly perform the following duties:
1. Carefully supervise and evaluate the work of external audit institutions in 2022, supervise and coordinate the external audit work of management, internal audit department and relevant departments with external audit institutions, and guide the internal audit work of the company in 2022.
2. Carefully review and supervise the regular financial reports of the company in 2022 to ensure that the financial reports of the company are true, accurate and complete, and fully reflect the financial status and operating results of the company. 3. Carefully check and evaluate the implementation of the company’s internal control system in 2022, urge the company to continue to carry out in-depth internal control risk point verification, internal control evaluation, risk assessment, internal control system review and major event inspection, improve the internal control system, reduce business risks, further improve the standard operation level of the company and achieve sustainable and high-quality development.
Shanghai new power automobile technology Co., Ltd
director
