Shanghai Fudan Microelectronics Group Co.Ltd(688385)
2021 performance report of the audit committee of the board of directors
According to the governance standards of listed companies issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) During the reporting period, in accordance with the self regulatory guidelines No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange, the rules for the listing of securities on the stock exchange of Hong Kong Limited, the Shanghai Fudan Microelectronics Group Co.Ltd(688385) articles of Association (hereinafter referred to as the “articles of association”) and the detailed rules for the work of the audit committee of the Shanghai Fudan Microelectronics Group Co.Ltd(688385) board of directors (hereinafter referred to as the “detailed rules for the work of the audit committee”), Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as “the company”) the audit committee of the board of directors is diligent and responsible, and actively performs its duties in reviewing the financial reports of the company and its subsidiaries, reviewing Shanghai Fudan Microelectronics Group Co.Ltd(688385) internal control system and risk management, supervising and evaluating the work of external audit institutions. The performance of duties in 2021 is reported as follows: I. Basic information of the audit committee
The audit committee of the 8th board of directors of the company is composed of three members, namely, independent non-executive director Mr. Guo Li, independent non-executive director Mr. Cai Minyong and independent non-executive director Mr. Wang pin. Mr. Wang pin, an independent non-executive director with professional background in financial management and accounting, serves as the chairman (Convener).
2、 Convening of the 2021 annual meeting of the audit committee
The audit committee held 7 meetings in 2021, and all members attended the meeting in person. The specific contents are as follows:
Date session proposal content
2021.3.12 review of the 8th board of directors 1 To consider the proposal on the audited consolidated performance report for the year ended December 31, 2020
Planning Committee 2021 2 To consider the proposal on the preliminary performance announcement for the year ended December 31, 2020
The first meeting in Review the proposal to re employ Ernst & young as the company’s audit institution in 2021
4. Review the proposal of risk management and internal control system
5. Review the proposal on continuous connected transactions in 2020
6. To consider the proposal to establish an independent Board Committee on the connected transactions of Fudan communications
2021.5.18 review of the 8th board of directors 1 To consider the proposal on the report of the unaudited comprehensive performance report Committee for the first quarter of the three months ended March 31, 2021
Second meeting in
2021.6.2 review of the 8th board of directors 1 Listen to the external auditor Ernst & Young on the audit observations and risk assessment of the group
Opinions and suggestions of the planning committee 2021 to the enterprise management
Third meeting in
2021.8.16 review of the 8th board of directors 1 To consider the proposal of appointing Ernst & Young Huaming Certified Public Accountants (special general partnership) as the auditor of the financial report of the company’s 2021 national accounting standards for business enterprises of the Central Planning Commission in 2021
Fourth meeting in
2021.8.27 review of the 8th board of directors 1 Deliberating the proposal on the 2021 semi annual report and its summary
Planning Committee 2021 2 Deliberating the proposal on increasing the amount of daily connected transactions with Fudan communication in 2021
Fifth meeting in
202110.28 review of the 8th board of directors 1 Deliberating the proposal on the report of the third quarter of 2021
Planning Committee 2021
Sixth meeting in
202112.17 review of the 8th board of directors 1 Deliberating the proposal on promoting internal control audit
Planning Committee 2021 2 Proposal on annual audit plan 2021
Seventh meeting in
3、 Main work contents of the audit committee in 2021
1. Review and comment on annual, interim and quarterly financial reports
During the reporting period, we fully communicated with external auditors on the audit results of the company’s 2020 financial report, and carefully reviewed the company’s audited 2020 financial report, unaudited 2021 semi annual financial report and 2021 quarterly report. We believe that the company’s financial report is true, accurate and complete, and there is no fraud, fraud and material misstatement related to the financial report, nor is there any adjustment of major accounting errors, matters involving important accounting judgments and matters leading to non-standard unqualified audit report.
During the application process of the company’s initial public offering and listing on the science and innovation board, the audit committee strengthened communication with external auditors, participated in the review and confirmation of the audit reports of the group in 2018, 2019 and 2020 issued by Tianjian Certified Public Accountants (special general partnership) in accordance with the provisions of Chinese accounting standards for business enterprises, and issued audit opinions to the board of directors.
2. Supervise and evaluate external audit
During the audit of the annual financial report, we evaluated the professionalism and independence of Ernst & Young accounting firm, the external auditor hired by the company. We believe that during the audit of the group, Ernst & Young has carried out the audit in accordance with the requirements of relevant regulations and norms, adhered to the independent audit standards, and diligently fulfilled the responsibilities and obligations agreed by both parties. In view of the above reasons, the audit committee
It was decided to propose to the board of directors of the company to renew the appointment of Ernst & young as the company’s external audit institution in 2021.
On August 16, 2021, the 24th Meeting of the 8th board of directors of the company decided to uniformly prepare the financial statements in accordance with the Chinese accounting standards for business enterprises. Therefore, the board of directors of the company proposed to terminate the appointment of Ernst & Young certified public accountants as the overseas auditor of the company and appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the auditor of the company’s 2021 financial report in accordance with the Chinese accounting standards for business enterprises, And undertake the duties of overseas auditors in accordance with the listing rules. The company has communicated with the originally appointed accounting firm on matters related to the replacement of accounting firm. The originally appointed Ernst & Young accounting firm is aware of this matter and has no objection to it.
As approved by the second extraordinary general meeting of the company in 2021, Ernst & Young Huaming Certified Public Accountants (special general partnership) is the auditor of the company’s 2021 financial report in accordance with Chinese accounting standards for business enterprises, responsible for providing audit reports and internal control audit services in accordance with Chinese accounting standards for business enterprises.
3. Guide internal audit
During the reporting period, we focused on the standardization of the company’s internal audit work, put forward guidance to the internal audit department, and urged the company’s internal audit to be carried out in strict accordance with the audit work plan. In 2021, the Audit Department of the company conducted special audits on the fixed assets, inventory management and business development of the company and its wholly-owned subsidiaries according to the audit standard process and plan. We effectively guided and supervised these audits and promoted the effective operation of the internal audit department.
4. Supervise and evaluate the company’s risk management and internal control
According to D2 in part II of the corporate governance code in Appendix 14 of the Listing Rules of the stock exchange Article 1 stipulates that the board of directors shall review the risk management and internal control system at least once a year. The report on risk management and internal control in 2020 was issued at the audit committee meeting on March 12, 2021. After discussion and consideration, all members agreed that the current risk management and internal control system was sound, proper and effective, and recommended that the board of directors pass and report to the shareholders in the corporate governance report in the annual report that the relevant review had been completed.
On August 4, 2021, after the company was listed on the science and Innovation Board of Shanghai Stock Exchange, the audit committee guided the internal audit department to further improve the company’s internal control system and communicated with the external audit institutions on the effectiveness and improvement methods of the company’s internal control system in accordance with the relevant requirements of the standards for the governance of listed companies and the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
We believe that the company has strictly implemented various laws, regulations, rules and internal management systems, standardized the operation of the general meeting of shareholders, the board of directors, the board of supervisors and the management, effectively protected the legitimate rights and interests of the company and shareholders, and the actual operation of the company’s internal control meets the requirements of the governance norms of listed companies issued by the China Securities Regulatory Commission, the Shanghai Stock Exchange and the stock exchange of Hong Kong.
5. Review the related party transactions of the company and give opinions
During the reporting period, based on the principles of independence, objectivity, impartiality and professionalism, the audit committee reviewed the detailed list of continuous connected transactions for the year ended December 31, 2020 on March 12, 2021. These continuous connected transactions have been reviewed by the auditor Ernst & Young certified public accountants and issued an unqualified statement on March 12, 2021. After discussion and study by all independent non-executive directors, it is unanimously agreed that the above continuous connected transactions comply with Article 14A of the Listing Rules of the stock exchange 55 (1) to (3).
On August 4, 2021, after the company was listed on the science and Innovation Board of Shanghai Stock Exchange, the audit committee reviewed the adjustment of the amount of continuous related party transactions (also known as “connected transactions”) between the company and Fudan communication and Fudan University, and considered the rationality, necessity and pricing basis of related party transactions, so as to ensure that related party transactions are fair, just and open, and there is no situation that damages the interests of the company and minority shareholders.
4、 Overall evaluation
During the reporting period, in accordance with the provisions and requirements of relevant laws and regulations, the audit committee was diligent and conscientious, actively participated in corporate governance, earnestly performed the duties of the audit committee, seriously and prudently discussed and deliberated on major matters within the scope of its duties, provided scientific and reasonable suggestions and professional support for the company’s business decisions, and better promoted the improvement of the level of corporate governance.
In 2022, the audit committee will continue to adhere to the principles of prudence, objectivity and independence, effectively supervise the external audit of listed companies, guide the internal audit of the company, promote the company to further improve effective internal control, ensure the standardized operation of the company, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Audit Committee of the board of directors
March 18, 2022
[there is no text on this page, which is the signature page of the 2021 performance report of the audit committee of Shanghai Fudan Microelectronics Group Co.Ltd(688385) board of directors] signature of the Audit Committee:
Wang pin, Guo Li, Cai Minyong
[there is no text on this page, which is the signature page of the 2021 performance report of the audit committee of Shanghai Fudan Microelectronics Group Co.Ltd(688385) board of directors] signature of the Audit Committee:
Wang pin, Guo Li, Cai Minyong
