Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
Performance report of the audit committee of the board of directors in 2021
In accordance with the relevant provisions of the standards for the governance of listed companies, the guidelines for the operation of the audit committee of the board of directors of listed companies of Shanghai Stock Exchange, the Listing Rules of Shanghai Stock Exchange, the articles of association of Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
1、 Basic information of the audit committee
The audit committee of the board of directors of the company consists of 3 members, including 2 independent directors and 1 independent director in accounting, one of whom is the chairman.
2、 Meetings of the audit committee in 2021
The auditors of the board of directors of the company actively perform their duties in accordance with the governance rules of listed companies, the articles of association, the detailed rules for the work of the audit committee of the board of directors of the company and other relevant provisions, based on the principle of diligence, as follows:
On January 29, 2021, the 12th meeting of the audit committee of the third board of directors was held. The meeting unanimously considered and adopted the proposal on changing the implementation subject of raised investment projects, the proposal on adjusting the investment amount of some raised investment projects, and the proposal on applying to the bank for the comprehensive credit line in 2021.
On April 15, 2021, the 13th meeting of the audit committee of the third board of directors was held. The meeting unanimously considered and adopted the proposal on 2020 annual report and its summary, the proposal on 2020 financial final accounts and 2021 financial budget, the proposal on the implementation of daily connected transactions in 2020 and the expected daily connected transactions in 2021 Proposal on 2020 annual profit distribution plan, proposal on 2020 internal control self-evaluation report, proposal on 2020 special report on the deposit and actual use of raised funds, proposal on renewing the employment of accounting firm and proposal on jointly initiating the establishment of investment fund with the actual controller.
On April 27, 2021, the 14th meeting of the audit committee of the third board of directors was held. At this meeting, the proposal on the first quarter report of 2021 was unanimously considered and adopted.
On June 22, 2021, the 15th meeting of the audit committee of the third board of directors was held. The meeting unanimously considered and adopted the proposal on providing credit guarantee for the holding subsidiary Yibin Changyi Auto Parts Co., Ltd. to apply for loan from the bank.
On August 20, 2021, the 16th meeting of the audit committee of the third board of directors was held. The meeting unanimously considered and adopted the proposal on the full text and summary of the semi annual report of 2021, the proposal on the special report on the deposit and actual use of raised funds in the semi annual report of 2021, and the proposal on adjusting the amount of new investment in 2021.
On October 25, 2021, the 17th meeting of the audit committee of the third board of directors was held. At this meeting, the proposal on the third quarter report of 2021 was unanimously considered and adopted
On December 2, 2021, the first meeting of the audit committee of the Fourth Board of directors was held. The meeting unanimously considered and adopted the proposal on using idle raised funds for cash management and the proposal on using idle raised funds to temporarily supplement working capital.
On December 8, 2021, the second meeting of the audit committee of the Fourth Board of directors was held. The meeting unanimously considered and adopted the proposal on using idle raised funds to temporarily supplement working capital.
On January 5, 2022, a communication meeting on the audit plan of 2021 financial statements was held, and the company negotiated with Lixin Certified Public Accountants (special general partnership) to determine the time arrangement, personnel arrangement, key audit areas and main audit strategies of the company's annual audit in 2021.
3、 Main work contents of the audit committee in 2021
In accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange and the working rules of the audit committee of the board of directors of the company, the audit committee of the board of directors of the company has performed the following duties based on the principle of diligence:
1. Supervise and evaluate the work of external audit institutions
(1) The Audit Committee believes that the audit unit appointed by Lixin Certified Public Accountants (special general partnership) for the company can better complete the work entrusted by the company, and it has the qualification to engage in securities related business, and has followed the independent, objective and fair professional standards since its appointment.
(2) Put forward suggestions to the board of directors on hiring or replacing external audit institutions
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 continue to employ Lixin Certified Public Accountants (special general partnership) as the audit unit of the company in 2021.
(3) Audit fees of external audit institutions
After review, the Audit Committee believes that the actual audit fee paid by the company to Lixin Certified Public Accountants (special general partnership) in 2021 is 2.25 million yuan (excluding tax), which is the cost and travel expenses of statement audit, which is basically consistent with the workload of the accounting firm and the price is reasonable.
(4) Discuss and communicate with external audit institutions on audit scope, audit plan, audit methods and major matters found in the audit
The audit committee communicated and negotiated with Lixin Certified Public Accountants (special general partnership) and the company's financial department for many times to determine the audit work plan, time arrangement and audit methods of the annual financial statements, conducted in-depth discussion on the current situation and disposal of assets and other related matters, and put forward handling opinions and suggestions.
During the audit of the company's annual report by Lixin Certified Public Accountants (special general partnership), the members did not find any other major matters in the audit process.
(5) Monitor and evaluate the diligence of external audit institutions
The Audit Committee believes that Lixin Certified Public Accountants (special general partnership) can adhere to the principles of independence, objectivity and impartiality during the audit of the company, follow the auditing standards and professional ethics code of Chinese certified public accountants, and perform the audit duties diligently and responsibly with a rigorous, realistic, independent and objective working attitude.
2. Supervise the company's internal audit system and its implementation
The Audit Committee believes that the Audit Department of the company, under the leadership of the board of directors and under the supervision of the audit committee and the board of supervisors, reasonably formulates the internal audit plan for 2021, and conducts audit on the human resources, financial reports, capital activities, procurement management, engineering projects, inventory management, sales management, asset management, budget management, R & D, information system Conduct internal audit and supervision on internal control matters such as internal information transmission, and inspect and supervise the establishment, improvement, implementation and rectification of the company's internal control system, so as to effectively prevent business risks and ensure the standardized operation and healthy development of the company.
3. Coordinate the communication between internal audit and external audit
Through regular meetings, irregular meetings, telephone and other communication methods, the members coordinated the communication and exchange between the internal audit department and external audit institutions and personnel, improved the professional level of internal auditors, effectively promoted the optimization of internal audit work and jointly played the supervision function.
4. Review the company's financial information and its disclosure
The committee members carefully reviewed the company's financial report and believed that the preparation of the company's financial report was in line with the provisions of the accounting standards for business enterprises, which truly, accurately and fairly reflected the company's financial status, operating results and cash flow, and that the company did not have major misstatement caused by fraud or error, adjustment of major accounting errors, changes in major accounting policies and estimates, and major accounting judgment errors Leading to the issuance of non-standard unqualified audit report and other matters.
5. Supervise the establishment and improvement of the company's internal control system and evaluate the effectiveness of internal control
The Audit Committee believes that the company has continuously improved and implemented a standardized and effective internal control system in accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the accounting law of the people's Republic of China, the basic norms of enterprise internal control and its supporting guidelines, as well as the requirements of internal control supervision rules such as the guidelines for internal control of listed companies, It ensures that all production, operation and management activities of the company have rules to follow, standardize operation, prevent enterprise operation risks, ensure the safety of the company's assets, ensure the authenticity, accuracy and integrity of financial reports and information disclosure, and maintain effective internal control over financial reports in all major aspects. As of the benchmark date of internal control evaluation report, there are no major defects in internal control over financial reports.
6. Evaluate the work of the company's financial department and audit department, including their principals
The Audit Committee believes that during the reporting period, the company's finance department, audit department and their principals were able to perform their duties diligently and responsibly with a rigorous and realistic working attitude, supervise and urge the legal compliance of enterprise operation and management, effectively maintain the safety of the company's assets, ensure the authenticity and integrity of financial reports and relevant information, and promote the enterprise to achieve internal control objectives.
4、 Overall evaluation
During the reporting period, we performed the corresponding 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 rules of the audit committee of the board of directors formulated by the company.
Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) board of directors audit committee
April 18, 2022
