Securities code: China National Software And Service Company Limited(600536) securities abbreviation: China National Software And Service Company Limited(600536) China National Software And Service Company Limited(600536)
Performance report of the audit committee of the board of directors in 2021
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 the Shanghai Stock Exchange, the standards for the governance of listed companies, the Listing Rules of the Shanghai Stock Exchange, the articles of association, the working rules of the audit committee of the board of directors and the working procedures of the annual report of the audit committee, China National Software And Service Company Limited(600536) the audit committee of the board of directors (hereinafter referred to as "the audit committee") conscientiously performed its duties and performed its duties diligently. The performance of duties in 2021 is summarized as follows:
1、 Basic information of the audit committee
The audit committee of the board of directors in 2021 consists of three members, specifically Mr. cuijin, Mr. jingjiwu and Mr. chenshangyi, including three independent directors, and the chairman is Mr. cuijin, an independent director.
The appointment of members of the audit committee is as follows:
Cui Jin, male, Chinese nationality, born in August 1965, has a doctoral degree, graduated from Nankai University, majoring in world economics, certified public accountant, senior accountant and certified asset appraiser. He has been engaged in investment project analysis, feasibility study, financial audit and asset evaluation in the Energy Research Institute of State Grid Corporation of China, China Financial Accounting Consulting Corporation, China Certified Public Accountants and China International Engineering Consulting Corporation. Since 2011, he has served as the executive director and chief appraiser of Tianjian Xingye asset evaluation Co., Ltd. and has served as independent directors of China United Travel Co.Ltd(600358) , Top Energy Company Ltd.Shanxi(600780) , Juewei Food Co.Ltd(603517) and other listed companies (retiring at the expiration of the term), Currently Yintai Gold Co.Ltd(000975) independent director.
Jingjiwu, male, Chinese nationality, was born in November 1964 with a doctoral degree. He graduated from the Department of electronic engineering of Tsinghua University with a bachelor's degree in 1987, graduated from the Graduate School of the Chinese Academy of Sciences with a master's degree in 1990, and obtained a doctoral degree from the Graduate School of the Chinese Academy of Sciences in 2003. In 1996, he served as deputy director of the State Key Laboratory of information security of the Graduate School of the Chinese Academy of Sciences, director of the research and education center of data and communication protection of the Chinese Academy of Sciences in 2010, chief engineer of the Institute of information engineering of the Chinese Academy of Sciences in 2015, deputy director of the Institute of information engineering of the Chinese Academy of Sciences in 2016, deputy general manager of the Holding Co., Ltd. of the Chinese Academy of Sciences in 2018, and now serves as a university professor and doctoral supervisor of the Chinese Academy of Sciences.
Chen Shangyi, male, Chinese nationality, was born in August 1965, with a master's degree. He graduated from Beijing University of Aeronautics and Astronautics in computer science and is a professor level senior engineer. He once served as chief clerk and deputy director of the general office of the national development and Reform Commission, the people's Bank of China and the National Development Bank. He served as senior engineer and engineering manager of Singapore Information Research Institute (I2R) and silicon valley high technology company. After returning to China in 2004, he served as general manager of general product R & D center and general product division of the company. He joined Baidu in 2011 and is now the chairman of Baidu Technical Committee. Since February 2018, he has served as an independent director of the sixth board of directors of the company.
2、 Annual meeting of the audit committee
During the reporting period, the audit committee of the board of directors of the company actively performed its duties in accordance with the company law, the standards for the governance of listed companies, the articles of association, the detailed rules for the work of the audit committee and other relevant provisions. The details of the 2020 annual meeting are as follows:
In 2021, the audit committee held 11 meetings.
(I) the first meeting of the audit committee in 2021 was held on January 18, 2021. The meeting mainly considered and adopted the following proposals:
1. Financial and accounting statements of the company in 2020;
2. Proposal on the prediction of daily connected transactions in 2021.
(II) the second meeting of the audit committee in 2021 was held on February 5, 2021. The meeting mainly considered and adopted the following proposals:
1. Proposal on capital increase and share expansion of China soft system, a subsidiary.
(III) the third meeting of the audit committee in 2021 was held on March 11, 2021. The meeting mainly considered and adopted the following proposals:
1. Annual audit the company's financial and accounting statements for 2020 after the certified public accountant has issued a preliminary audit opinion;
2. 2020 internal control evaluation report;
3. Report on the performance of the audit committee of the board of directors in 2020.
(IV) the fourth meeting of the audit committee in 2021 was held on March 15, 2021. The meeting mainly considered and adopted the following proposals:
1. Summary report on the audit work of accounting firms in 2020.
(V) the fifth meeting of the audit committee in 2021 was held on March 26, 2021. The meeting mainly considered and adopted the following proposals:
1. 2020 annual financial report.
(VI) the sixth meeting of the audit committee in 2021 was held on March 29, 2021. The meeting mainly considered and adopted the following proposals:
1. Proposal on increasing capital and shares of Telecom in joint-stock companies.
(VII) the seventh meeting of the audit committee in 2021 was held on April 28, 2021. The meeting mainly considered and adopted the following proposals:
1. Proposal on changes in accounting policies;
2. Financial report for the first quarter of 2021.
(VIII) the eighth meeting of the audit committee in 2021 was held on July 16, 2021. The meeting mainly considered and adopted the following proposals:
1. Proposal on participating in investment and establishing equity investment fund.
(IX) the ninth meeting of the audit committee in 2021 was held on August 25, 2021. The meeting mainly considered and adopted the following proposals:
1. Semi annual financial report of 2021.
(x) the 10th meeting of the audit committee in 2021 was held on October 27, 2021. The meeting mainly considered and adopted the following proposals:
1. Financial report for the third quarter of 2021.
（11） The 11th meeting of the audit committee in 2021 was held on November 26, 2021. The meeting mainly considered and adopted the following proposals:
1. Proposal on the employment of audit institutions in 2021;
2. Proposal on related party transactions of purchasing assets.
3、 Main work contents of the audit committee in 2021
1. Supervise and evaluate the work of external audit institutions
(1) Evaluate the independence and professionalism of external audit institutions
Zhongtianyun Certified Public Accountants (special general partnership) (hereinafter referred to as "zhongtianyun certified public accountants") insisted on conducting independent audit with a fair and objective attitude in the audit of the company's annual report, demonstrated good professional ethics and professional quality, well fulfilled the responsibilities and obligations specified in the business agreement signed by both parties, and completed the audit of the company's 2020 annual report on time.
Independent evaluation: all staff of zhongtianyun certified public accountants have not served in the company and have not received any form of economic benefits other than the necessary fees for statutory audit; There is no direct or indirect mutual investment or close business relationship between the accounting firm and the company; The accounting firm has no self-evaluation on the company's audit business, and there is no correlation between the audit project members and the company's decision-making level. Zhongtianyun certified public accountants and its audit project members have maintained both formal and substantive independence and adhered to the basic principles of professional ethics.
Professionalism: the members of the audit project fully have the professional knowledge and qualification to implement the audit, and are competent for the audit.
(2) Propose to the board of directors to hire or replace the external audit institution.
In view of the above reasons, after deliberation and voting by the audit committee, it was decided to propose to the board of directors of the company to renew the appointment of zhongtianyun certified public accountants as the audit institution of the company in 2021.
(3) Audit the audit fees of external audit institutions. After audit, the company actually paid 720000 yuan for financial report audit and 230000 yuan for internal control audit of zhongtianyun certified public accountants in 2020, which is consistent with the audit fees disclosed by the company.
(4) During the reporting period, we fully discussed and communicated with zhongtianyun accounting firm on audit scope, audit plan, audit methods and other matters, and no other major matters were found during the audit.
(5) We believe that zhongtianyun accounting firm was diligent and conscientious during the audit of the company and followed the professional standards of independence, objectivity and impartiality.
2. Guide internal audit
During the reporting period, we carefully reviewed the company's internal audit work plan and recognized the feasibility of the plan. At the same time, we urged the company's internal audit institutions to strictly implement the audit plan and put forward guiding opinions on the problems arising from internal audit. After reviewing the internal audit report, we found no major problems in the internal audit.
3. Review the financial reports of listed companies and express opinions on them
During the reporting period, we carefully reviewed the company's financial report and believed that the company's financial report was true, complete and accurate, there were no relevant fraud, fraud and material misstatement, and there were no major accounting error adjustment, major accounting policy and estimation changes, matters involving important accounting judgments, and matters that made it impossible to issue a standard unqualified audit report. During the preparation and disclosure of the company's 2020 annual report, in accordance with the working procedures of the annual report of the audit committee, the audit committee has fully and effectively communicated and coordinated with the annual audit accounting firm, urged the annual audit work to be carried out according to the planned time on the whole, carried out in strict accordance with the audit procedures, and evaluated the company's 2020 financial status, operating results and internal control in a realistic manner.
4. Evaluate the effectiveness of internal control
The company has established a relatively perfect corporate governance structure and governance system in accordance with the company law, securities law and other laws and regulations and the requirements of the relevant provisions of the CSRC and Shanghai Stock Exchange. During the reporting period, the company strictly implemented various laws, regulations, rules, articles of association and internal management systems, and standardized the operation of the general meeting of shareholders, the board of directors, the board of supervisors and the management, effectively protecting the legitimate rights and interests of the company and shareholders. Therefore, we believe that 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 communication between management, internal audit department and relevant departments and external audit institutions
During the reporting period, in order to better enable the management, finance department, internal audit department and relevant departments to fully and effectively communicate with the external audit institutions, relevant coordination work was actively carried out after listening to the opinions of both parties, so as to complete the relevant audit work in the shortest time.
6. Review of related party transactions of the company
The audit committee reviewed the company's planned major related party transactions in 2021 and the prediction and implementation of daily related party transactions, and considered that the related party transactions in 2021 belonged to the company's normal business, took the market price as the pricing basis, and found no damage to the interests of the company and its shareholders.
4、 Overall evaluation
During the reporting period, we 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 relevant regulations formulated by the company.
China National Software And Service Company Limited(600536) board of directors audit committee April 15, 2022
