As a member of the audit committee of the 10th board of directors of Jiangsu Expressway Company Limited(600377) (hereinafter referred to as “the company” or “the group”) in accordance with the relevant provisions of the guidelines for the operation of the audit committee of the board of directors of listed companies on Shanghai Stock Exchange, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of the company, The work of the audit committee in 2021 is now reported to the board of directors as follows: I. Basic information of the audit committee
The audit committee of the 10th board of directors of the company is composed of independent non-executive directors Xu Guanghua, Zhou Shudong, Liu Xiaoxing and non-executive director Li Xiaoyan. All members of the audit committee have professional knowledge and experience that can be competent for the work responsibilities of the audit committee. The chairman, Mr. Xu Guanghua, has the professional background of accounting and meets the requirements of relevant regulations. 2、 Annual meeting of the audit committee
The audit committee held 6 meetings in 2021, considered periodic reports, loans from related parties, daily related party transactions, and held communication meetings with external auditors on the performance audit of 2021. 3、 Main work contents of the audit committee in 2021
The Committee supervises and evaluates the work of external audit institutions, guides internal audit work, and is responsible for reviewing and monitoring the quality and procedures of the group’s financial reporting. The specific work of the committee includes:
1. Reviewed the financial statements of 2021 and the unaudited financial statements of the first quarter, half year and third quarter of 2021, and put forward approval suggestions to the board of directors.
2. Review the company’s internal control system, post setting, personnel arrangement and training courses related to the preparation of financial reports, and communicate with the management on this. The Committee believes that the company’s resources and investment in accounting and financial reporting functions, staff qualifications and experience during the reporting period can meet the requirements.
3. Before the audit in 2021, the committee members and the independent directors of the company have obtained the annual financial report preparation and annual audit plan provided by the company and the annual audit plan provided by the auditor, and held a meeting with the auditor to communicate with him the composition of the audit team, the risk analysis, audit scope, audit methods, audit focus and annual audit schedule of the current year. Preliminarily reviewed the financial statements of the group in 2021 and issued written opinions. The Committee focused on the treatment methods of major financial and accounting events in 2021, preliminarily recognized the treatment opinions of the management, and considered that the important accounting estimates adopted by the group were reasonable. 4. After the auditor issued the preliminary audit opinion, the audit committee and independent directors held a meeting with the auditor on March 24, 2022. The Committee reviewed the financial statements of the group in 2021 again and discussed with the management and auditors the appropriateness of the accounting policies adopted by the group and the rationality of accounting estimates
In depth discussion and communication. Reviewed the 2021 annual report submitted by the company’s finance and accounting department, reviewed the 2021 annual report from the aspects of compliance with legal disclosure rules, comprehensiveness and accuracy of disclosed information, and reviewed the compliance with the company’s 2021 corporate governance rules and the disclosure of corporate governance report. The Committee believes that the accounting policies and accounting estimates adopted by the group in 2021 meet the requirements of accounting standards, the major accounting policies adopted are appropriate and the major accounting estimates are reasonable; The financial statements have no significant adjustments due to audit, have no reservations about the assumption of the company’s continuous operation, and have complied with the applicable listing rules and legal provisions.
Through full communication in advance, timely supervision in the process, and the management and the board of directors have responded to the auditor’s questions in time, the auditor has completed the annual audit as planned and submitted the 2021 annual audit report on March 24, 2022. Based on the above work and the auditor’s audit report, the Committee believes that the group’s financial statements for 2021 can truly and reasonably reflect the group’s operating results for 2021 and its financial position as of December 31, 2021, and recommends that the board of directors approve them. 3、 Related party transaction control and corporate governance
In accordance with the guidelines for the implementation of related party transactions of listed companies issued by Shanghai Stock Exchange and the Listing Rules of the Hong Kong stock exchange, and with the approval of the board of directors, the members also assume the relevant responsibilities of the company’s related party transaction control and corporate governance. On the basis of understanding the identification and approval procedures of the company’s related party transactions, the committee made a review of the company’s related party transactions during the year
The list of connected persons has been reviewed to ensure that all connected transactions of the company in 2021 meet the regulatory requirements, and the information has been disclosed in a timely manner. 4、 Internal audit management
In 2021, the Committee actively promoted the company to carry out financial revenue and expenditure, budget implementation audit and follow-up audit of major projects, and continued to supervise and review the company’s outgoing audit system and economic responsibility audit. In the process of various audits, the company was able to actively cooperate with the audit unit, coordinate with relevant departments and units to provide information truthfully, and ensure the authenticity and integrity of the data. At the same time, it also accompanied auditors to interview and consult data and documents in various departments or grass-roots units, so as to better complete the audit cooperation. 5、 Evaluate the effectiveness of internal control
The audit committee reviewed the company’s internal control evaluation report and the internal control audit report issued by the company’s audit institution, and believed that the company had established a relatively perfect internal control system in accordance with the basic norms of enterprise internal control, the guidelines on internal control of listed companies on Shanghai Stock Exchange and other relevant laws and regulations, and the internal control system was legal, reasonable, sound and effective. The company’s internal control environment, risk assessment, control activities, information and communication, internal supervision and other matters are carried out in strict accordance with the provisions of the company’s internal control systems, and the possible internal and external risks in each link have been reasonably controlled, and the expected objectives of the company’s internal control have been basically achieved. 6、 Auditor job evaluation and renewal
(hereinafter referred to as “KPMG LLP”) shall audit the annual financial statements of KPMG (hereinafter referred to as “KPMG LLP”) in accordance with the special audit rules of KPMG LLP (hereinafter referred to as “KPMG LLP”).
The Committee believes that KPMG Huazhen has the independent legal personality and the qualification to engage in the audit of securities and futures related businesses, which can meet the company’s requirements for audit work. It is suggested that the company appoint KPMG Huazhen as the auditor of the company in 2022 to audit the annual financial statements and internal control, and undertake the responsibilities of the International Auditor in accordance with the Listing Rules of the stock exchange of Hong Kong.
The company has obtained independent non-executive directors and auditors respectively for continuing connected transactions in accordance with rule 14A of the listing rules 55 and 14a Article 56 annual recognition. 7、 Main work arrangement in 2022
In 2022, the audit committee will continue to supervise the preparation, audit and disclosure of regular financial reports, review accounting information and disclosure of major events, and provide professional suggestions to the board of directors; Supervise and evaluate the independence and effectiveness of external audit, and promote the improvement of external audit service quality; Supervise and guide the internal audit work, and urge the rectification and implementation of the internal audit findings; Promote the further improvement of internal control system and mechanism, and strengthen the supervision and evaluation of internal control; Assist the board of directors in carrying out relevant work according to the authorization of the board of directors. Xu Guanghua, Zhou Shudong, Liu Xiaoxing, Li Xiaoyan
March 25, 2022
