Xi’An Manareco New Materials Co.Ltd(688550)
Performance report of the audit committee of the board of directors in 2021
In accordance with the standards for the governance of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the operation of the audit committee of the board of directors of listed companies of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the articles of association, the working rules of the audit committee of the board of directors and other relevant laws and regulations and the company’s system, The audit committee of the board of directors of Xi’An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as ” Xi’An Manareco New Materials Co.Ltd(688550) ” or “the company”) has fully performed the functions of review and supervision based on the principle of diligence, and has played an indispensable role in improving the corporate governance structure and improving the quality of audit work. Now, the performance of the audit committee of the board of directors in 2021 is reported as follows:
1、 Basic information of the audit committee of the board of directors
In 2021, the company conducted the general election of the board of directors in accordance with relevant laws and regulations and the provisions of the articles of association. Mr. Chen Yijian, Mr. Yu Xinhua and Mr. Wang Zizhong, the former members of the audit committee of the second board of directors of the company, ceased to serve as independent directors of the company since August 2021. According to the resolution of the first meeting of the third board of directors, Mr. Xiao Baoqiang, Mr. LV Haoping Ms. Li Zheng is a member of the audit committee of the third session of the board of directors, of which Mr. Xiao Baoqiang and Ms. Li Zheng are independent directors. The audit committee is chaired by Mr. Xiao Baoqiang who has the professional background of financial management and accounting, has obtained the qualification of certified public accountant and has rich relevant working experience. The composition of the audit committee of the board of directors meets the regulatory requirements and the relevant provisions of the working rules of the audit committee of the board of directors.
2、 Performance of the audit committee of the board of directors
During the reporting period, the audit committee of the board of directors held 5 meetings. The specific meetings are as follows:
Meeting time and content
1. Proposal on financial final accounts in 2020 and financial budget in 2021
Second board of directors 2. Proposal on 2020 annual report and its summary
Auditor of the board of directors 3. Proposal on the performance report of the audit committee of the board of directors in 20202021.4.8
4. Sixth meeting Proposal on profit distribution in 2020
Discussion 5. Proposal on the special report on the deposit and use of raised funds in 2021
6. On permanent replenishment of working capital by using some over raised funds
Proposal for
7. Proposal on the implementation of daily related party transactions in 2020 and the expected daily related party transactions in 2021
8. Proposal on applying for comprehensive credit
9. Proposal on mutual guarantee between the company and subsidiaries within the scope of consolidated statements in 2021
The second director
Audit Committee 1. Proposal on the first quarter report of 2021
On April 22, 2021 at the 7th Meeting of the board of directors, the proposal on changes in accounting policies was discussed with the auditor of the second session of the board of directors
On July 6, 2021 of the 8th meeting of the board of directors, 1. Proposal on the proposed appointment of the company’s audit institution in 2021
1. Proposal on the company’s 2021 semi annual report
The third board of directors 2. Proposal on the special report of the joint audit committee on the deposit and use of the company’s raised funds in the half year of 2021
The first meeting of the meeting on August 13, 2021 3. Discussion on the use of bank telegraphic transfer, bank acceptance bill, letter of credit and self owned foreign exchange to pay the funds required for the investment projects with raised funds
Proposal on equal replacement with raised funds
The second meeting of the audit committee of the third board of directors on October 22, 2021 1 1. Proposal on the third quarter report of the company in 2021
All members of the audit committee of the board of directors are not absent from the meeting of the audit committee, and vote for the topics considered.
3、 Main work contents in 2021
During the reporting period, the main work contents of the audit committee of the board of directors are as follows:
(I) evaluate the independence and professionalism of external audit institutions
Lixin Certified Public Accountants (special general partnership) performed the responsibilities and obligations of the audit institution with diligence, objectivity and impartiality when serving as the external audit institution of our company. In view of the fact that Lixin certified public accountants has served the company for many years, in order to improve the independence of the audit institution and the effectiveness of audit services, after careful consideration and screening, The audit committee proposed to the board of directors to employ Grant Thornton Certified Public Accountants (special general partnership) as the audit institution in 2021. Grant Thornton certified public accountants has rich audit experience in listed companies and excellent staff quality. During the audit period, it adhered to independent, objective and fair professional standards, completed various audit tasks with due diligence, and fully met the requirements of the company’s financial and internal control audit, And actively understand the company’s business environment, pay attention to the construction of the company’s internal control system, and also pay attention to in-depth communication with the audit committee.
(II) review the company’s financial report and express opinions
During the reporting period, the audit committee gave full play to its professional skills, carefully reviewed the company’s financial reports and relevant materials of this year, fully understood the audit situation with the accounting firm, and believed that the company’s financial reports were in line with the relevant provisions of the securities law, the Listing Rules of Shanghai Stock Exchange science and innovation board and the articles of association, timely, true, accurate and complete, without false records Misleading statements or material omissions, no fraud, fraud and material misstatement related to the financial report, no adjustment of major accounting errors, major changes in accounting policies and estimates and major accounting misjudgments.
(III) evaluate the effectiveness of internal control
The audit committee found that the company had established a relatively perfect internal governance structure and related systems in accordance with the company law, the basic norms of enterprise internal control and other laws and regulations. During the reporting period, the company strictly implemented various laws and regulations, the articles of association and the internal management system, and found no major defects in internal control.
The operation of the general meeting of shareholders, the board of directors and the board of supervisors of the company is standardized, which can effectively protect the legitimate rights and interests of the company and all shareholders. Through the efforts of all parties, the internal control of the company continues to move towards standardization and sustainability.
(IV) coordinate the communication between the management, relevant departments and external audit institutions
During the reporting period, the audit committee actively coordinated with the company’s management, finance department and other relevant departments to fully communicate with external audit institutions through separate communication meetings, on-site communication, telephone communication and other means without the participation of management before, during and after the audit, deeply and timely discussed the key objects of audit and the questions in the audit, put forward reasonable suggestions, and assisted Supervise and urge the smooth completion of annual audit work with quality and quantity guaranteed.
4、 Overall evaluation
During the reporting period, the audit committee of the board of directors gave full play to the functions of prior audit and professional audit in strict accordance with the relevant provisions of the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the governance standards of listed companies and the requirements of the working rules of the audit committee of the board of directors, and promoted the company to establish a more perfect and effective internal control system, Earnestly fulfilled the responsibilities of the audit committee.
In 2022, we will continue to uphold the spirit of loyalty, diligence, prudence, independence and responsibility for the interests of the company and all shareholders, further strengthen the communication between the company and external audit, guide internal audit, comprehensively improve professional quality and decision-making ability, provide scientific basis for the scientific decision-making of the board of directors, promote the steady operation and standardized operation of the company, and play a greater role in the high-speed, stable and sustainable development of the company.
Audit Committee: Xiao Baoqiang, LV Haoping, Li Zheng
