Shanghai Putailai New Energy Technology Co.Ltd(603659)
Performance report of the audit committee of the board of directors in 2021
Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as "the company") the report of the audit committee of the board of directors on the performance of duties in 2021 is as follows:
1、 Basic information of the audit committee
Mr. Wang HUAIFANG is the convener of the audit committee of the second board of directors of the company, and the members are Mr. Liang Feng and Mr. Yuan Bin respectively. Mr. Wang HUAIFANG and Mr. Yuan Bin are independent directors of the company. Among them, Wang HUAIFANG is an associate professor of Shanghai National Institute of accounting and has the qualification of certified public accountant;
In December 2021, after the 36th meeting of the second board of directors and the fourth temporary share in 2021
After deliberation and approval by the eastern general meeting, the company completed the election of members of the third board of directors. The second board of directors of the original company was independent
Mr. Wang HUAIFANG, the director, resigned on December 27, 2021 due to the expiration of his term of office. By company
The first meeting of the third board of directors deliberated and adopted the proposal on electing members of each special committee of the third board of directors of the company, and elected Mr. Pang Jinwei as the convener of the audit committee of the third board of directors of the company, and the members are Mr. Liang Feng and Mr. Yuan Bin respectively. Among them, Mr. Yuan Bin and Mr. Pang Jinwei are independent directors of the company, and Mr. Pang Jinwei is an associate professor of Shanghai National Institute of accounting, director of digital tax research center and an accounting professional. All members of the audit committee of the company have sufficient professional knowledge and experience, and the composition of members complies with the provisions of relevant laws and regulations.
2、 Meetings of the audit committee
In 2021, the audit committee of the company held 8 meetings, as follows:
Date of meeting important opinions and suggestions on meeting contents
The proposal on 2020 annual report audit plan considered to be effective for 2021-1-22 annual report audit plan, the promotion of 2020 annual report audit work, and the 2020 annual audit work plan on 2020 audit work can effectively cover all links of the company's operation. The above-mentioned proposals were passed through the two proposals of "the proposal of unanimous agreement on the plan".
The 2020 annual report was reviewed and approved. After review, it is considered that the 2020 annual report, 2020 report and summary of 2020 annual report prepared by the company truly, accurately and completely reflect the requirements of the company The profit distribution in 2020 and the operating conditions and operating results in 2020; the pre distribution of profit from capital accumulation fund converted into share capital and the plan for capital accumulation fund converted into share capital in 2020 on March 15, 2021; the case of paying attention to the compliance of investors; and the proposal on managing the investment return of the company in 2020, taking into account the long-term interests of the company and complying with the description of related party transactions in relevant laws and regulations; The reports prepared by the company, such as the statement on 7 proposals including related party transactions in 2020 and the internal control evaluation report in 2020, can be true and accurate
Accurately and completely reflect the company's related party transactions, the construction of internal control system and the implementation of internal control in 2020; Agree to renew the appointment of Ernst & young as the company's audit institution and internal control audit institution in 2021; Shandong Xingfeng's performance commitment for 2020 has been completed; The company's provision for asset impairment in 2020 will not have a significant impact on the company's normal operation. The above proposal was unanimously approved.
The first quarter report of 2021 prepared by the company is considered as the first quarter report of 2021 and the first quarter report of 2021-4-11, which truly, accurately and completely reflects the operation and results of the company in the first quarter of 2021. The above proposal was unanimously approved.
After deliberation, it is considered that the joint investment and related party transactions with related parties have passed the "about the company and related items in line with the company's development strategy and long-term interests, the evaluation is fair and reasonable, the procedures of joint investment and related party transactions between parties on May 10, 2021 are legal, and the company, related parties and other non related parties will transfer and increase capital according to the price of one proposal in the same proposal", It does not harm the interests of the company and shareholders. The above proposal was unanimously approved.
The proposal on providing related party guarantee to jintaiyuan industry in favor of providing related party guarantee for 2021-7-7 industry was deliberated and passed. 1. The proposal is conducive to the company's grasp of the development opportunities of Lingang New Area and is in line with the company's long-term interests. The above proposal was unanimously approved.
It is considered that the 2021 semi annual report and the 2021 semi annual report summary prepared by the company meet the requirements of relevant laws and regulations on August 5, 2021 and 2021 semi annual report, and can truly, accurately and completely reflect the operation and results of the company in the first half of the year.
The above proposal was unanimously approved.
The company's report for the third quarter of 2021 was reviewed and approved, and it is considered that the report for the third quarter of 2021 prepared by the company is a true report for the third quarter of 202110-28, which truly, accurately and completely reflects the company's operation and results in the third quarter of 2021. The above proposal was unanimously approved.
Deliberated and approved the proposal on providing affiliated guarantee to jintaiyuan enterprise according to the proportion of capital contribution to jintaiyuan enterprise, and jintaiyuan industry provides the maximum guarantee of no more than 300 million yuan; 202112-7 proposal on 2022 annual daily related party agreement on the expected transaction between Jiangxi / Liyang / Inner Mongolia / Sichuan Zichen and Zaozhuang Zhenxing Carbon Materials Technology Co., Ltd. the amount of daily related party transactions conducted by the Technology Co., Ltd. shall not exceed 180 million yuan (excluding tax). The above proposal was unanimously approved.
3、 Performance of audit committee
In 2021, the audit committee of the company strictly followed the requirements of the detailed rules for the work of the audit committee of the board of directors
In order to give full play to the role of audit, supervision and inspection, provide basis for the decision-making of the board of directors, and be diligent and responsible. The specific performance of duties is as follows:
(I) supervise and evaluate the work of external audit institutions
1. Renewal of external audit institution
During the reporting period, the audit committee of the board of directors, after long-term communication and supervision, was impartial, objective and responsible
Evaluated and summarized the audit work of Ernst & Young Huaming Certified Public Accountants (special general partnership) and formed a resolution on the renewal of Ernst & Young Huaming Certified Public Accountants (special general partnership). The audit committee of the board of Directors believes that since Ernst & Young Huaming Certified Public Accountants (special general partnership) adheres to the principle of independent audit and expresses independent audit opinions objectively, fairly and fairly in the process of practice, Earnestly performed the duties of the audit institution, safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective, and agreed to propose to the board of directors to renew Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution and internal control audit institution of the company in 2021.
2. Determine audit plan
Before the audit of Ernst & Young Huaming Certified Public Accountants (special general partnership), the audit committee of the company carried out two-way communication, defined the arrangements for the audit plan of the annual report in 2021, including specific matters and time planning, and confirmed in detail the scope, plan and method of the audit work, so as to complete the audit task with sufficient prior plan preparation and reduce the possible risks in the audit process.
3. Review the financial and accounting statements prepared by the company
Before the CPA enters the company, the audit committee of the company carefully reviewed the financial statements prepared by the company, and confirmed and focused on the authenticity, accuracy, rationality and integrity of the data in the financial statements by actively communicating with relevant financial personnel, consulting relevant account books and vouchers, and meeting materials. At the same time, the confidentiality of relevant materials and the registration and filing of insiders shall be carefully implemented to ensure that relevant personnel always carry out audit work under the requirements of the practice standards of Chinese certified public accountants.
4. Track and understand the audit process
During the audit, the audit committee of the company kept in touch with the certified public accountants and the management of the company, maintained continuous tracking and supervision of the audit process through network meetings, telephone and on-site communication, actively coordinated the work cooperation between relevant departments of the company and external audit institutions, and actively communicated and solved the problems involved. (II) guide internal audit
During the reporting period, the audit committee of the board of directors of the company gave full play to the professional knowledge, experience and due diligence of the special committee and continued to standardize the construction of the company's internal audit system. At the same time, the internal audit system (revised in 2021) revised and restated in accordance with the latest laws and regulations was considered and adopted at the first meeting of the third board of directors. Combined with the actual situation of the company, further promote the standardized operation of the company and prevent and control the company's risks. In 2021, the company's audit committee will carefully review the company's internal audit work plan, inspect and supervise the effective implementation of the company's internal audit work.
(III) review financial statements and express opinions
During the reporting period, the company's audit committee held a meeting to carefully review the company's financial reports of each period and test the authenticity, accuracy and completeness of the financial statements. During the preparation of the report, the audit committee of the company actively coordinated the communication and cooperation between the management, the internal audit department and the external audit, and paid close attention to the key contents and links. Based on professional judgment, we believe that the financial reports of each period prepared by the company during the reporting period truly, accurately and completely reflect the financial status and operating results of the company in each period. The preparation process and form strictly comply with the provisions of the accounting standards. The financial data are true and effective, the records of various financial drafts are complete, and there are no major misstatement caused by fraud or error, and there are no major accounting error adjustment, etc.
(IV) evaluate the effectiveness of internal control
During the reporting period, the company revised and restated the working rules of the Audit Committee (revised in 2021), which was deliberated and adopted at the first meeting of the third board of directors of the company. The audit committee of the board of directors shall, in accordance with the requirements of relevant laws and regulations, the articles of association, working rules of the audit committee and other systems, guide the internal audit department of the company to carry out the construction and evaluation of internal control system, supervise and review the modification and revision of various internal control systems, continuously improve the risk assessment system, improve the internal control risk prevention and control mechanism, and strengthen the supervision of internal control system. At present, the company has established a sound corporate governance structure to ensure the legal operation and scientific decision-making of the review mechanism of the three sessions. It can play an effective role in continuous audit and supervision for key links in daily operation and management, such as related party transactions, external guarantee, use of raised funds, internal information confidentiality and so on, so as to effectively protect the legitimate rights and interests of the company and investors.
(V) coordinate the communication between the management, internal audit department and relevant departments and external audit institutions
During the reporting period, the company's audit committee actively coordinated with the company's management, internal audit department and relevant departments to effectively communicate with Ernst & Young Huaming Certified Public Accountants (special general partnership) on audit and other matters, fully listened to the opinions and suggestions of all parties, improved the efficiency of audit work, promoted the cooperation of all parties and promoted the successful completion of audit work.
(VI) supervise the deposit and use of the company's raised funds
During the reporting period, the audit committee of the board of directors conducted special inspections on various raised funds of the company, including the storage, use, current balance and replacement of the raised funds in the special bank account, as well as the cash management of the company with idle raised funds. It was unanimously recognized that the use and storage of the raised funds of the company met the requirements of relevant laws and regulations and the management measures for raised funds formulated by the company.
(VII) review related party transactions of the company
During the reporting period, the members of the audit committee of the company, adhering to the principles of independence, objectivity and professionalism, inquired relevant documents and materials on various related party transactions of the company
