Guangdong Ellington Electronics Technology Co.Ltd(603328)
2021 performance report of the audit committee of the board of directors
Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as “the company”), the audit committee of the board of directors performed its duties and actively carried out its work in 2021 in accordance with the guidelines for self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, and the relevant provisions of the company’s Charter and the company’s detailed rules for the work of the audit and Planning Committee of the board of directors, Conscientiously perform their duties. The performance of the audit committee in 2021 is reported as follows:
1、 Basic information of the audit committee of the board of directors
The audit committee of the board of directors of the company is composed of three directors, including two independent directors. The convener of the committee is an independent director with professional accounting qualification, which meets the relevant provisions of Shanghai Stock Exchange and the relevant requirements of the articles of association and other systems.
2、 Meetings of the audit committee of the board of directors
During the reporting period, the audit committee of the company held 5 meetings, and all members attended the meeting.
1. On January 18, 2021, the audit committee held its first meeting in 2021, which mainly listened to the report of the company’s management on the operation and progress of major events in 2020, the 2020 internal audit report of the company’s internal audit department and the internal audit work plan for the first quarter of 2021, and reviewed the 2020 financial statements prepared by the company, And agreed to audit the company’s financial statements on December 31, 2020 by Dahua Certified Public Accountants (special general partnership).
2. On April 20, 2021, the audit committee held the second meeting in 2021. The meeting reviewed the company’s 2020 financial report. The Audit Committee issued opinions on the audited company’s 2020 financial statements, and considered the company’s 2020 internal control self-evaluation report, the proposal on leasing real estate and related party transactions of wholly-owned subsidiaries and the proposal on changes in accounting policies, Meanwhile, the Audit Committee proposes to reappoint Dahua Certified Public Accountants (special general partnership) as the company’s audit institution and internal control audit institution in 2021.
3. On April 27, 2021, the audit committee held the third meeting in 2021, which mainly listened to the internal audit work report of the company’s internal audit department for the first quarter of 2021 and the semi annual internal audit work plan, reviewed the company’s financial report for the first quarter of 2021 and agreed to submit it to the company’s board of directors for deliberation.
4. On August 24, 2021, the audit committee held the fourth meeting in 2021, which mainly listened to the 2021 semi annual internal audit work report and the third quarter internal audit work plan of the company’s internal audit department, reviewed the company’s special report on the deposit and use of raised funds in 2021 and the 2021 semi annual report, and agreed to submit them to the company’s board of directors for deliberation.
5. On October 26, 2021, the audit committee held the fifth meeting in 2021, which mainly listened to the internal audit work report of the company’s internal audit department for the third quarter of 2021, the work plan of the fourth quarter and the internal audit work plan of 2022, reviewed the report of the company for the third quarter of 2021 and agreed to submit it to the board of directors for deliberation.
3、 Performance of relevant work of the audit committee
1. Supervise and evaluate the work of external audit institutions
(1) Evaluate the independence and professionalism of external audit institutions
All employees of Dahua Certified Public Accountants (special general partnership), the company’s audit institution, have not served in the company and have not received any cash and other forms of economic benefits other than the necessary expenses for statutory audit. There is no direct or indirect mutual investment or close business relationship between the accounting firm and the company; There is no correlation between the members of the audit team and the decision-making level of the company; In this audit, the accounting firm and audit members maintained both formal and substantive independence, and complied with the requirements for maintaining independence in the basic principles of professional ethics.
As the company’s financial audit institution, Dahua Certified Public Accountants (special general partnership) has the qualification to engage in securities related business. The personnel of the audit project team have the necessary professional knowledge and relevant professional certificates to undertake this audit business, which can meet the work requirements of the company’s annual financial audit and internal control audit, and maintain due attention and professional prudence.
(2) Annual audit of accounting firm
During the reporting period, the audit committee communicated with the accountants on the audit of the company, and discussed various contents including audit work plan, audit focus and so on. Before the annual report audit, the audit committee fully communicated the audit scope, audit plan and audit methods of Dahua Certified Public Accountants (special general partnership) on the annual report audit through a meeting. During the audit, the audit committee urged Dahua Certified Public Accountants (special general partnership) to audit the company’s financial status, operating results and cash flow in accordance with the audit procedures and based on sufficient and appropriate audit evidence. The audit committee actively communicated with Dahua Certified Public Accountants (special general partnership) and reviewed relevant materials on matters concerned by the management. According to the audit schedule, Dahua Certified Public Accountants (special general partnership) completed all audit procedures within the agreed time limit and submitted a standard unqualified financial audit report to the audit committee.
(3) Monitor and evaluate the diligence of external audit institutions
We believe that Dahua Certified Public Accountants (special general partnership) was diligent and responsible during the audit of the company and followed the professional standards of independence, objectivity and impartiality.
(4) Put forward suggestions to the board of directors on the renewal of the appointment of external audit institutions
In view of the fact that Dahua Certified Public Accountants (special general partnership) strictly abides by the provisions of the auditing standards for Chinese certified public accountants, performs its duties rigorously, objectively, fairly and independently, reflects good professional standards and professional ethics, and completes various audit tasks, the audit committee recommends that the board of directors of the company renew the appointment of the audit institution of Dahua Company in 2021.
(5) Audit the audit fees of external audit institutions and internal control audit institutions
After audit, the audit fees and internal control audit fees actually paid by the company to Dahua Certified Public Accountants (special general partnership) in the reporting period in 2020 are consistent with the audit fees disclosed by the company.
2. Guidance on internal audit of the company
During the reporting period, the audit committee of the board of directors gave full play to the role of the professional committee, carefully reviewed the audit work plan and report of the internal audit department of the company, analyzed the feasibility of the audit work plan, urged the internal audit department of the company to strictly implement the work plan, put forward guiding opinions on the internal audit work, and improved the effectiveness of the internal audit of the company. After reviewing the internal audit work report, no major problems were found in the internal audit work.
3. Review and comment on the company’s financial report
During the reporting period, the audit committee earnestly performed the review of the company’s financial report and put forward professional opinions and suggestions on the preparation of the financial report in accordance with the company’s working rules for the members of the audit and Planning Committee of the board of directors and regulatory requirements.
The audit committee of the board of directors of the company believes that the basis of the company’s financial statements is sufficient, the content and format of the financial report comply with the provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange, truly, accurately and completely reflect the company’s operating results and financial status during the reporting period, and there are no false records, misleading statements or major omissions.
4. Evaluate the effectiveness of internal control
During the reporting period, the audit committee of the board of directors gave full play to the role of professional committees and actively promoted the construction of the company’s internal control system. In accordance with the basic norms of enterprise internal control and supporting guidelines jointly issued by the Ministry of finance, the CSRC and other departments, the company has promoted the construction of the company’s internal control system, formulated the internal control system, and fully implemented it in all business processes of the company. The internal control activities cover all operating links of the company, including but not limited to: Sales and collection, procurement and expenses and payment, fixed assets management, inventory management Fund management (including investment and financing management), financial report, cost and expense control, information disclosure, human resource management and information system management, etc. The audit committee of the board of directors of the company believes that the company strictly implements various laws, regulations, rules, articles of association and internal management systems, and the general meeting of shareholders, the board of directors, the board of supervisors and the management operate in a standardized manner, which effectively protects the legitimate rights and interests of the company and shareholders. The actual operation of the company’s internal control meets the requirements of the governance norms of listed companies issued by the CSRC.
5. Coordinate the effectiveness of audit work
During the reporting period, on the basis of fully listening to the opinions of all parties, the audit committee of the board of directors actively coordinated the communication between the company’s management and external audit institutions, the communication between the company’s internal audit department and external audit institutions and the cooperation of external audit work, which improved the efficiency of relevant audit work and promoted the smooth completion of audit work.
6. Review of related party transactions of the company
During the reporting period, the related party transactions of the company were mainly the leased plant and underground truck parking space of the company’s wholly-owned subsidiary Eaton Hong Kong from the related party Tengda real estate. The audit committee considered the above related party transaction proposal and issued a written audit opinion, and believed that the pricing principle of this related party transaction followed the principle of fair and just market price and the principle of freedom of contract through equal negotiation, It does not harm the interests of the company and all shareholders (especially minority shareholders). During the reporting period, the company did not have any illegal related party transactions.
7. Review on the investment direction, management and use of the company’s raised funds
During the reporting period, the audit committee of the board of directors of the company reviewed the investment direction, management and use of the company’s raised funds, and found that the deposit and use of the company’s raised funds met the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation According to the management system for special storage and use of raised funds of the company and other requirements, there is no case of changing the purpose of raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of raised funds.
4、 Overall evaluation
During the reporting period, the audit committee of the board of directors of the company performed the duties of the audit committee with due diligence in accordance with the operation guidelines of the audit committee of the board of directors of listed companies on Shanghai Stock Exchange and the working system of the audit committee of the company.
It is hereby reported.
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Member’s signature:
What is Li Yongsheng and Hu Weihua
Guangdong Ellington Electronics Technology Co.Ltd(603328) board of directors audit committee April 11, 2022
