Securities code: China Merchants Energy Shipping Co.Ltd(601872) securities abbreviation: China Merchants Energy Shipping Co.Ltd(601872) China Merchants Energy Shipping Co.Ltd(601872) board of directors
Performance report of the audit committee in 2021
China Merchants Energy Shipping Co.Ltd(601872) board of directors:
In accordance with the guidelines for the operation of the audit committee of the board of directors of listed companies on Shanghai Stock Exchange, the China Merchants Energy Shipping Co.Ltd(601872) articles of association, the rules of procedure of the audit committee of the board of directors of China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as “the company”), the audit committee of the board of directors of China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as “the audit committee” or “the committee”) is diligent and responsible, and all members rely on professional knowledge and professional experience, Carefully and prudently express relevant opinions and suggestions, and strive to improve corporate governance and safeguard the rights and interests of the company and shareholders. Now, the performance of duties in 2021 is reported as follows:
1、 Basic information of the audit committee
During the reporting period, the audit committee was composed of three independent directors: Sheng Muxian, Wu Shuxiong and Quan Zhongguang. Among them, Sheng Muxian, a senior accounting professional, served as the chairman, which met the requirements of relevant laws and regulations on the number proportion and professional allocation of the audit committee.
The main responsibilities of the Audit Committee include: supervising and evaluating the external audit; Review and comment on the company’s financial report; Supervise and evaluate the company’s internal control; Supervise and guide internal audit; Coordinate the communication between management, internal audit department and relevant departments and external audit institutions; Review the company’s external guarantees and related party transactions; Other matters authorized by the board of directors and other matters involved in relevant laws and regulations.
2、 Meetings of the audit committee
The audit committee organized and convened meetings to consider relevant matters in accordance with the relevant provisions of the company’s China Merchants Energy Shipping Co.Ltd(601872) board of directors audit committee working system and other systems. During the reporting period, the audit committee held four meetings and considered 22 proposals. The details are as follows:
(I) at the second meeting of the sixth Audit Committee on January 21, 2021, the following proposals were considered: 1. Proposal on the provision for impairment of the company’s ship assets;
2. Proposal on the provision of estimated liabilities for loss contracts of the company.
All members voted unanimously on the above-mentioned matters.
(II) at the third meeting of the sixth Audit Committee on March 22, 2021, the following proposals were considered: 1. Proposal on the report on the performance of the audit committee of the board of directors in 2020;
2. Proposal on the 2020 annual audit report of the company;
3. Proposal on the company’s 2020 financial final account report and budget statement;
4. Proposal on the 2020 profit distribution plan of the company;
5. Proposal on the statement on the realization of 2020 performance commitments of issuing shares to purchase assets; 6. Proposal on the company’s internal control evaluation report in 2020;
7. Proposal on the 2020 internal control audit report of the company;
8. Proposal on the special report on the deposit and use of the company’s raised funds in 2020;
9. Proposal on the company’s application for standby comprehensive credit line to domestic and foreign banks within one year from April 30, 2020;
10. Proposal on continuing to employ ShineWing certified public accountants as the financial and internal control audit institution of the company in 2021;
11. Proposal on additional confirmation of daily connected transaction quota with Sinopec Group and its subsidiaries in 2020;
12. Proposal on the company’s report on daily connected transactions in 2020 and the forecast of daily connected transactions in 2021;
13. Proposal on Authorizing donation to China Merchants charity fund;
14. Proposal on renewing the loan of RMB 300 million from the related party China Merchants Shipping Co., Ltd;
15. Proposal on Authorizing guarantee to wholly-owned and holding subsidiaries;
16. Proposal on the optimization scheme of bulk cargo fleet capacity structure;
17. Proposal on the company’s 2020 audit work summary and 2021 audit work plan.
All members unanimously voted on the above-mentioned issues, studied and discussed the above-mentioned issues one by one, and expressed their opinions and suggestions.
On October 28, 2021, all members of the audit committee unanimously voted on the proposal on the acquisition of related party transactions of Sinotrans.
(IV) at the fifth meeting of the sixth Audit Committee on December 10, 2021, the following proposals were considered: 1. Proposal on the company’s 2021 annual audit plan;
2. Proposal on the impairment test of the underlying assets of the company’s issuance of shares to purchase assets and related party transactions.
All members unanimously voted on the above-mentioned matters and put forward guidance on the annual audit plan and other matters.
3、 Performance of audit committee
(I) supervise and evaluate the work of external audit institutions
1. Perform the audit and supervision responsibilities of the annual report
During the reporting period, the audit committee fully communicated with ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “ShineWing”), the annual audit institution hired by the company, on the audit plan, audit scope, key audit matters and other matters and matters of concern in the audit, and urged the annual audit accountant to arrange work in strict accordance with the audit plan to ensure the smooth completion of the annual report audit. At the same time, the audit committee earnestly performs its duties and urges the company to disclose the annual report in a timely, accurate and complete manner.
2. Evaluate the work of external audit institutions
On March 22, 2021, the company held the third meeting of the sixth audit committee to consider the proposal on continuing to employ ShineWing certified public accountants as the company’s financial and internal control audit institution in 2021. The audit committee summarized the performance, practice performance and work results of ShineWing’s annual audit, and believed that ShineWing followed the independent, objective and fair practice standards, was diligent and responsible, fairly and reasonably issued independent audit opinions, showed good professional ethics, and the reports issued truly, accurately and completely reflected the company’s business results and financial status, It is proposed that the board of directors renew the appointment of ShineWing certified public accountants as the audit institution of the company in 2021.
(II) review the company’s financial report and express opinions on it
During the reporting period, the audit committee carefully reviewed the company’s 2020 financial report and believed that the company’s financial statements were prepared in accordance with the provisions of the accounting standards for business enterprises in all major aspects, and fairly reflected the company’s financial status as of December 31, 2020 and its operating results and cash flow in 2020. The company’s financial report was true, complete and accurate, and there were no relevant fraud, fraud and material misstatement.
The Audit Committee approved the standard unqualified audit opinion of the company’s 2020 annual report issued by the audit institution and agreed to submit it to the board of directors of the company for deliberation.
(III) supervise and evaluate the company’s internal control
During the reporting period, the audit committee gave full play to the role of professional committees, evaluated the appropriateness of the design of the company’s internal control system and actively promoted the construction of the company’s internal control system in accordance with the basic norms of enterprise internal control and its application guidelines, guidelines for the evaluation of enterprise internal control and other requirements. Supervise and guide the company to complete the internal control evaluation, review the internal control evaluation report and the assurance report issued by the external audit institution. On March 22, 2021, the third meeting of the sixth Audit Committee deliberated and approved the proposal on the company’s 2020 internal control evaluation report and the proposal on the company’s 2020 internal control audit report. The Audit Committee believes that the company has established a relatively sound internal control system, strictly implemented the internal management system, standardized operation, and effectively protected the legitimate rights and interests of the company and shareholders. During the reporting period, the company maintained effective internal control over financial reporting in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations.
(IV) supervise and guide the internal audit work
During the reporting period, the audit committee considered and approved the proposal on the company’s audit work summary in 2020 and the audit work plan in 2021. The Audit Committee believes that the internal audit mechanism of the company is sound, the business is carried out effectively and positive results have been achieved. It has made positive contributions to ensuring the company’s compliant operation, standardizing operation and continuously improving the level of corporate governance.
The audit committee made recommendations on the company’s internal audit work: the internal audit work should continue to pay attention to the risk control of important business areas and important business links, carry out all kinds of audit supervision, improve the company’s internal control system, strengthen the company’s risk management, ensure the company’s continuous standard operation and promote the improvement of the company’s management.
(V) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions
The audit committee fully communicates with the company’s management and external audit institutions through the annual report audit before, during and after the audit, and urges the annual audit accountants to complete the audit work with quality and quantity. In daily work, strengthen the communication and exchange with the company’s management, internal audit department, relevant departments and external audit institutions, effectively promote the optimization of internal audit work and jointly play a supervisory role.
(VI) review the company’s external guarantees and related party transactions
According to the guidelines for the implementation of related party transactions of listed companies and other relevant provisions of Shanghai Stock Exchange, the audit committee of the company deliberated and approved the related proposals on related party transactions and issued deliberation opinions this year.
On March 22, 2021, the third meeting of the sixth audit committee carefully considered and approved the proposals on the company’s annual daily related party transactions and guarantees, and believed that the above proposals could meet the company’s daily operation needs and meet the relevant regulatory requirements.
On October 28, 2021, the fourth meeting of the sixth audit committee considered and adopted the
The committee members exchanged and studied the related party transaction scheme and put forward professional opinions on the related party transaction proposal of Sinotrans centralized transportation related assets.
4、 Overall evaluation
In 2021, the audit committee was diligent and conscientious in strict accordance with national laws and regulations and the company’s regulations
And gave full play to the supervisory and guiding role of the audit committee.
In 2022, the audit committee will continue to earnestly, diligently and faithfully perform its duties, effectively supervise the external audit, promote the continuous optimization and deepening of the company’s internal control system, promote the standardized operation of the company, improve the operation efficiency of the company, and fully safeguard the company and all shareholders
China Merchants Energy Shipping Co.Ltd(601872) board of directors audit committee
March 24, 2002
