Maanshan Iron & Steel Company Limited(600808)
Report on the performance of the audit committee of the board of directors in 2021
In accordance with the company law, the securities law, the governance standards of listed companies, the articles of association, the work regulations of the audit (AUDIT) Committee of the board of directors and the work procedures for the annual report of the audit (AUDIT) Committee of the board of directors, Maanshan Iron & Steel Company Limited(600808) all members of the audit (AUDIT) Committee of the board of directors (“Audit Committee” or “committee”), In 2021, the audit committee earnestly performed its duties, and now the performance of the committee is reported as follows:
1、 Basic information of audit committee
The audit committee is composed of three independent directors Zhu Shaofang, Zhang Chunxia and Wang Xianzhu, and the chairman of the committee is Zhu Shaofang.
2、 Meetings and work contents of the audit committee
In 2021, the Committee held seven meetings. Chairman Zhu Shaofang and member Zhang Chunxia attended all the meetings. Member Wang Xianzhu entrusted Zhang Chunxia to attend the meeting on October 25, 2021 and exercise her voting right to express her opinions on behalf of Wang Xianzhu. The main contents discussed and deliberated at the meeting are:
1. After deliberation, the unaudited financial statements of the company in 2020 comply with the requirements of the accounting standards for business enterprises and relevant regulations in all major aspects, and there are no major omissions. It is agreed to submit them to the company’s external accounting firm for audit.
2. Approve the company’s 2020 audit plan.
3. Approve the company’s internal audit work summary in 2020 and the internal audit work plan in 2021, and submit them to the board of directors for deliberation.
4. According to the review of the company’s audited financial report in 2020 and the discussion and communication with the company’s audit department and external accounting firm on the financial report and related issues, it is considered that the company has complied with the requirements of the accounting standards for business enterprises in all major aspects and made sufficient disclosure without major omissions.
5. Approve the company’s profit distribution plan at the end of 2020.
With a total share capital of 7700681186 shares, a cash dividend of RMB 0.13 per share (including tax) at the end of 2020 will be distributed, and the total expected dividend will be RMB 1001088554 (including tax). The remaining undistributed profits will be carried forward to 2021, and the capital reserve will not be converted into share capital. 6. After deliberation, in 2020, the company’s transactions under the daily related party transaction agreement and its supplementary agreement with China Baowu iron and Steel Group Co., Ltd., the ore purchase and sale agreement, the continuous related party transaction agreement and its supplementary agreement with Maanshan Iron and steel (Group) Holding Co., Ltd. (“MAANSHAN iron and Steel Group”), and the transactions under the energy conservation and environmental protection agreement with Anhui Xinchuang energy conservation and Environmental Protection Technology Co., Ltd, Transactions under the continuous connected transaction agreement with Anhui Magang Jiahua new building materials Co., Ltd., transactions under the continuous connected transaction agreement with Anhui Magang chemical energy technology Co., Ltd., transactions under the continuous connected transaction agreement and its supplementary agreement with ouyelianjin renewable resources Co., Ltd., and transactions under the financial service agreement between the holding subsidiary Magang Group Finance Co., Ltd. and Magang group, It is concluded in the daily business and carried out in accordance with the general commercial terms or better terms, which is in line with the overall interests of the shareholders of the company. The transaction amount under the 2020 agreement does not exceed the upper limit of 2020 agreed in the agreement.
7. As of December 31, 2020, the company has provided a trade financing credit guarantee of RMB 3 billion for its wholly-owned subsidiary Masteel (Hong Kong) Co., Ltd., with an asset liability ratio of more than 70%. The guarantee has been approved by the company’s 2016 annual general meeting of shareholders. In addition, Anhui Changjiang iron and Steel Co., Ltd., the holding subsidiary of the company, provided guarantees for its wholly-owned subsidiaries, totaling 150 million yuan.
8. Pass the internal control evaluation report of the company in 2020.
9. Through the summary of the company’s audit work in 2020 by the external accounting firm.
10. Agree to pay Ernst & Young Huaming Certified Public Accountants (special general partnership) a total of RMB 5.385 million (including tax) in 2020, including annual audit fee of RMB 4.8 million (including internal control audit fee of RMB Shanghai Pudong Development Bank Co.Ltd(600000) ) and agreed procedure fee of RMB 585000 for the implementation of interim financial report. According to the usual practice, the board and lodging expenses of auditors during their work in the company shall be borne by the company.
11. Pass the report on the performance of the board of directors (AUDIT) committee in 2020.
12. Listen to the company’s 2020 comprehensive risk management and internal control report and agree to report it to the board of directors.
13. Review the 2020 internal control audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership).
14. After reviewing the unaudited financial report of the company for the first quarter of 2021, it is considered that the company has complied with the requirements of the accounting standards for business enterprises in all major aspects and made full disclosure, without major omissions.
15. After audit, Ernst & Young Huaming Certified Public Accountants (special general partnership) has professional competence and investor protection ability, and there is no violation of the independence requirements of the code of professional ethics for Chinese certified public accountants. The integrity record has no impact on its service to the company. Agree to appoint him as the auditor of the company in 2021, and recommend that the general meeting of shareholders authorize the board of directors to determine his remuneration.
16. After reviewing the unaudited financial report of Maanshan Iron & Steel Company Limited(600808) 2021 half year, it is considered that the company has complied with the requirements of the accounting standards for business enterprises in all major aspects and has made full disclosure without major omissions.
17. Listen to the report on the company’s internal control and comprehensive risk management in the first half of 2021 and agree to report it to the board of directors.
18. After reviewing the unaudited financial report of the third quarter of Maanshan Iron & Steel Company Limited(600808) 2021, it is considered that the company has complied with the requirements of the accounting standards for business enterprises in all major aspects and has made full disclosure without major omissions.
19. Approve the company’s 2021 annual audit plan.
To the best of the committee’s knowledge, the Committee believes that the company’s internal audit system, internal control and risk management system have been effectively implemented, the financial reports reviewed by the committee are comprehensive and true, and the work of the company’s financial department and internal audit department complies with relevant regulations.
3、 Overall evaluation
During the reporting period, the Committee conscientiously performed its duties in accordance with the requirements of relevant laws and regulations and the principle of diligence. The convening, convening procedures, voting and resolutions of all meetings of the Committee comply with relevant laws and regulations, the articles of association and the work regulations of the audit (AUDIT) committee. In accordance with relevant regulations, all members of the Committee faithfully fulfilled the obligation of confidentiality for the items discussed at the meeting of the committee, and there was no unauthorized disclosure of relevant information.
Maanshan Iron & Steel Company Limited(600808) board of directors audit committee March 22, 2022
