2021 performance report of the audit committee of the board of directors
In accordance with the standards for the governance of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation issued by the Shanghai Stock Exchange, the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “company charter”) and the rules of procedure of the audit committee of the Wuxi Apptec Co.Ltd(603259) board of directors (hereinafter referred to as the “rules of procedure of the audit committee”), In 2021 (hereinafter referred to as the “reporting period”), the audit committee of the board of directors of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as the “company”) issued relevant opinions or suggestions on the audit of the financial information and disclosure of the company and its holding subsidiaries / units (hereinafter collectively referred to as the “group”), the review of the group’s internal control system, the supervision of the group’s internal audit system and its implementation, and the evaluation of the work of external audit institutions based on the principle of diligence and responsibility. The performance of duties in 2021 is reported as follows:
1、 Basic information of the audit committee
The current members of the audit committee of the board of directors of the company are Lou Hetong, Zhang Xiaotong and Jiangnan Ca (I Cai Jiangnan), all of whom are independent directors of the company, of which Lou Hetong is the chairman of the Audit Committee (i.e. the convener). The above three members have relevant professional knowledge and business experience and are competent for the work of the audit committee. For their basic information, please refer to the resume disclosed in the annual report of Wuxi Apptec Co.Ltd(603259) 2021.
2、 Annual meeting of the audit committee
During the reporting period, the audit committee of the board of directors of the company actively performed its duties in accordance with the standards for the governance of listed companies, the articles of association, the rules of procedure of the audit committee and other relevant provisions. In 2021, the audit committee of the board of directors held a total of eight meetings. All members attended the meeting in person by means of communication or on-site participation, and mainly deliberated on periodic reports (including financial reports), profit distribution plans, renewal of domestic and foreign accounting firms, internal control reports, related party transactions, changes in accounting policies, write off of assets, actual use of raised funds and other matters.
3、 Main work contents of the audit committee in 2021
The audit committee shall perform corresponding duties in accordance with the rules of procedure of the audit committee of the company. The main work contents include the following aspects:
1. Review the periodic reports of listed companies and express opinions on them
In accordance with the rules of procedure of the audit committee and relevant regulatory requirements, we have earnestly performed the review of the company’s annual report, interim report and quarterly report, and put forward professional opinions and suggestions on the preparation of periodic reports.
We listened to the audit plan of the accounting firm for the annual report, put forward specific opinions and requirements on the overall audit plan, and determined the relevant schedule. After the accounting firm enters the site, we communicate with the annual audit accountant and review the annual financial statements of the group again according to the audit opinion issued by the accounting firm.
During the reporting period, we reviewed the proposal on the change of the company’s accounting policy and confirmed that the change of the company’s accounting policy met the requirements of the relevant notice issued by the Ministry of finance, the provisions of laws, regulations and relevant documents of the Ministry of finance, and the decision-making procedure met the provisions of relevant laws, regulations and the articles of association. Therefore, we agreed to the company’s change of the accounting policy, And implement the changed accounting policies from the third quarter of 2021; After reviewing the proposal on write off of assets, the company has fully accrued impairment losses for the assets to be written off, and the write off will not have an impact on the current profits and losses of the company. The write off of assets truly reflects the financial status of the company, meets the actual situation of the company and the requirements of relevant laws and regulations such as accounting standards for business enterprises, and does not harm the interests of the company and shareholders. We agree with the company’s plan for write off of assets. On the basis of the foregoing, we have also carefully reviewed the company’s financial report and believe that the company’s financial report is true, complete and accurate, and there are no fraud, fraud and material misstatement, nor major accounting error adjustment, major accounting policy and estimation changes, matters involving important accounting judgment and matters leading to non-standard unqualified audit report.
2. Supervise and evaluate the work of external audit institutions
When Deloitte Touche Tohmatsu (special general partnership), the financial report audit institution employed by the company, performed the annual financial statement audit and internal control audit, and Deloitte Touche Tohmatsu certified public accountants provided overseas audit related services, we fully communicated with them on audit scope, plan, method and other matters, and earnestly urged certified public accountants to audit with due diligence, And ensure that the audit report is issued on schedule. We believe that during the audit of the company, Deloitte Touche Tohmatsu (special general partnership) and Deloitte Touche Tohmatsu \uf097 guanhuang Chenfang certified public accountants carried out the audit work in accordance with the relevant regulations and the requirements of the practice norms of certified public accountants, adhered to the independent audit standards, and diligently fulfilled their responsibilities and obligations as an audit institution. Therefore, we have expressed our consent to the company’s continued employment of Deloitte Touche Tohmatsu (special general partnership) and Deloitte Touche Tohmatsu for domestic and overseas external audit institutions in 2021.
3. Supervision and evaluation guidance on the construction of the company’s internal control system
The audit committee gives full play to the role of professional committees and actively promotes the construction of the group’s internal control system. During the reporting period, we carefully reviewed the group’s internal audit work plan, recognized the feasibility of the plan, and urged the company’s internal audit institutions to implement it in strict accordance with the audit plan. After reviewing the internal audit work report, no major problems were found in the internal audit work.
4. Evaluate the effectiveness of internal control
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the Listing Rules of the stock exchange where the company’s shares are listed, the company has established a relatively perfect corporate governance structure and governance system. During the reporting period, the company strictly implemented various laws and regulations, the Listing Rules of the stock exchange where the company’s shares were listed, the articles of association and the internal management system, and standardized the operation of the general meeting of shareholders, the board of directors, the board of supervisors and the management, so as to effectively protect the legitimate rights and interests of the company and shareholders. Therefore, we believe that the actual operation of the group’s internal control meets the requirements of relevant governance norms of listed companies.
5. Review of the company’s continuing related party transactions
During the reporting period, we reviewed the daily connected transactions, reviewed and approved the proposal on the estimated amount of the company’s continuous connected transactions in 2021, and confirmed that the prediction of the company’s continuous connected transactions in 2021 is based on the actual situation of the company, in line with the implementation guidelines for connected transactions of listed companies on Shanghai Stock Exchange and other laws and regulations, is the needs of the company’s normal production and operation, and is conducive to the development of relevant businesses of the company, It has no impact on the independence of the listed company, and agrees to the estimated quota scheme of such continuous connected transactions.
6. Review of the actual use of the company’s raised funds
During the reporting period, we reviewed the proposal on the extension of some A-share IPO projects and the proposal on changing the purpose of some A-share IPO funds on the change of the actual investment projects of the raised funds, and confirmed that the change of the purpose of the company’s A-share IPO projects was made according to the actual situation of the project and the actual operation and development needs of the company, There is no situation that damages the interests of the company’s shareholders, which is in line with the objective situation and the needs of the company’s long-term development. The decision-making procedures for relevant changes comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies.
4、 Overall evaluation
During the reporting period, we performed the duties of the audit committee of the board of directors with due diligence in accordance with relevant laws and regulations, the Listing Rules of the stock exchange where the company’s shares are listed, the articles of association and the rules of procedure of the audit committee. In 2022, we will continue to follow the professional standards of independence, objectivity and impartiality and better complete the entrustment of the company and the board of directors.
