2021 performance report of the audit committee of the board of directors
Dear members
In accordance with the standards for the governance of listed companies issued by the CSRC, the guidelines for the operation of the audit committee of the board of directors of listed companies issued by the Shanghai Stock Exchange, the Shanghai Pharmaceuticals Holding Co.Ltd(601607) articles of Association (hereinafter referred to as the “articles of association”) and the detailed rules for the implementation of the audit committee of the board of directors (hereinafter referred to as the “detailed rules for the implementation of the audit committee”), during the reporting period, The audit committee of the board of directors of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as ” Shanghai Pharmaceuticals Holding Co.Ltd(601607) ,” the company “or” the company “) has issued relevant opinions or suggestions on the audit of the company’s financial information and its disclosure, the review of the company’s internal control system, the supervision of the company’s internal audit system and its implementation, and the evaluation of the work of external audit institutions based on the principle of diligence. The performance of duties in 2021 is reported as follows: I. Basic information of the audit committee
In 2021, the audit committee of the seventh board of directors of the company was composed of independent director Mr. Gu Chaoyang, independent director Mr. Huo Wenxun and independent director Mr. Hong Liang, of which Mr. Gu Chaoyang was the convener / Chairman of the audit committee. The three members of the audit committee of the seventh board of directors of the company have relevant professional knowledge and business experience and are competent for the work of the audit committee. Please refer to the resumes disclosed in the 2021 annual report for the basic information of the three members. 2、 Annual meeting of the audit committee
During the reporting period, the audit committee held nine meetings, mainly discussing the company’s performance, the company’s internal control self-assessment report, the annual work summary and future work plan of the audit department, the audit schedule of financial reports, related / connected transactions, etc. All members attended all meetings in person by means of communication or on-site participation. 3、 Main work contents of the audit committee in 2021
1. Review the periodic reports of listed companies and express opinions on them
In accordance with the company’s detailed rules for the implementation 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.
During the reporting period, we carefully reviewed the company’s 2021 financial report and believed that the company’s 2021 financial report can truly, completely and accurately reflect the company’s financial situation and operating results, and there is no possibility of fraud, fraud and material misstatement; There are no major accounting error adjustments, major accounting policies and estimates changes, matters involving important accounting judgments and matters leading to non-standard unqualified audit reports, and the disclosure contents and procedures are legal.
2. Supervise and evaluate the work of external audit institutions
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers”), the financial report audit institution employed by the company, holds the license of certified public accountants to carry out securities and futures related business, and has better completed all the work appointed by the company. When performing the annual financial statement audit and internal control audit, PwC follows the professional standards of independence, objectivity, fairness and impartiality, and the financial report issued can truly, completely and accurately reflect the company’s financial status and operating results; At the same time, we conducted in-depth investigation and understanding of the company’s situation, carried out internal control management training for the company’s internal employees, played a positive role in strengthening risk prevention and improving management level, and diligently fulfilled the responsibilities and obligations stipulated by both parties. In view of this, we propose to the board of directors to reappoint PwC as the company’s external auditor in 2022. According to the audit, the company actually paid 24.5 million yuan (including relevant prepaid expenses and taxes) and 1.6 million yuan (including relevant prepaid expenses and taxes) for the audit fee of PWC in 2020, which is consistent with the audit fee disclosed by the company.
During the annual audit, we communicated with PwC twice before entering the site for audit and expected to issue preliminary opinions, and fully discussed the audit scope, audit plan, audit methods and other matters. During the audit period, no other matters to be disclosed other than the contents of the annual report were found.
3. Evaluate the effectiveness of internal control
The company has designed and established an effective internal control system in accordance with the basic norms of enterprise internal control and other relevant regulations. During the reporting period, the board of directors and the management of the company strictly implemented various laws and regulations, the articles of association and the internal management system, standardized the operation, and effectively implemented the internal control system of the company.
We have carefully reviewed the self evaluation report on internal control in Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 and the internal control audit report issued by PwC. They have the same evaluation conclusions on the effectiveness of the company’s internal control, there are no major defects in the design and implementation of the company’s internal control system, and the internal control system is relatively sound.
4. Guide internal audit
During the reporting period, we paid attention to the company’s internal audit work, carefully reviewed the company’s annual internal audit work plan, listened to the work report, and urged the internal audit department to strictly implement the audit plan; Supervise and evaluate the implementation of the company’s internal control system, and put forward guiding opinions on the problems arising from internal audit. At present, the company’s internal audit work operates effectively and no major problems are found in the internal audit work.
5. Coordinate the communication between the management, internal audit department and relevant departments and external audit institutions
During the reporting period, we coordinated the company’s management, audit department and finance department to fully communicate with PwC, and paid full attention to and carefully considered the communication matters, which laid a good foundation for the smooth implementation of the annual audit.
6. Review of related / connected transactions of the company
During the reporting period, we reviewed the related / connected transactions of the company and found no damage to the interests of the company and its shareholders, especially the medium and small shareholders. 4、 Overall evaluation
During the reporting period, we performed the duties of the audit committee with due diligence in accordance with the guidelines for the operation of the audit committee of the board of directors of listed companies and the detailed rules for the implementation of the audit committee of Shanghai Stock Exchange. 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.
Shanghai Pharmaceuticals Holding Co.Ltd(601607) board of directors audit committee March 29, 2002
