Easy Visible Supply Chain Management Co.Ltd(600093) board of directors audit committee 2021 performance report
Easy Visible Supply Chain Management Co.Ltd(600093)
2021 performance report of the audit committee of the board of directors
In accordance with the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the operation of the audit committee of the board of directors of listed companies, the articles of association and the detailed rules for the implementation of the audit committee of the board of directors of the company, the audit Committee of the eighth board of directors of Easy Visible Supply Chain Management Co.Ltd(600093) (hereinafter referred to as "the company") actively carried out its work and earnestly performed its relevant responsibilities in 2021 based on the principle of diligence and responsibility, The report on the work of the audit committee in 2021 is as follows:
1、 Basic information of the audit committee
The original audit committee of the 8th board of directors of the company was composed of independent director Wang Jianxin, independent director Gao Wei and non independent director Ding Jiayi. The chairman was Wang Jianxin, an independent director who was a professional accountant.
On August 17, 2021, the company held the 18th meeting of the 8th board of directors, which deliberated and adopted the proposal on adjusting the members of the special committee of the 8th board of directors, and adjusted the members of the audit committee of the 8th board of directors. The current audit committee of the 8th board of directors is composed of independent directors Zhang Huide, Li Xueyu and non independent director Su Lijun, The chairman is Zhang Huide, a professional accountant and an independent director.
2、 Meetings of the audit committee
During the reporting period, the audit committee of the 8th board of directors of the company carried out work in accordance with relevant regulations and held 10 meetings successively on external audit, financial report, impairment provision, internal control, change of accounting firm, change of accounting policy, related party transactions, external guarantee and other matters. The details are as follows:
1. On March 25, 2021, members of the Audit Committee Wang Jianxin, Gao Wei and Ding Jiayi expressed their audit opinions on the relevant matters considered at the 12th meeting of the eighth board of directors of the company, as follows:
(1) Review opinions on the proposal on the lease of office space from related parties by the company and its subsidiaries in 2021:
The company expects that such related party transactions between the company and its subsidiaries and Yunnan Jiutian Investment Holding Group Co., Ltd. (hereinafter referred to as "Jiutian holding") in 2021 are to meet the daily business needs of the company and its subsidiaries, meet the actual situation, take the market price as the pricing standard, will not rely on related parties, will not affect the independence of the company and its subsidiaries, and will not damage the interests of the company and minority shareholders.
(2) Review opinions on the proposal on daily connected transactions with Yunnan Dianzhong Venture Capital Co., Ltd. in 2021:
In 2020, the related party transactions between the company's holding subsidiary and the related party Yunnan Central Yunnan Venture Capital Co., Ltd. (hereinafter referred to as "Central Yunnan venture capital") are within the limit approved by the company. The company expects the related party transactions between the subsidiary and central Yunnan venture capital in 2021 to meet the normal business needs of the subsidiary, meet the actual situation, take the market price as the pricing standard, and will not form a great dependence on the related parties, It will not affect the independence of the listed company and will not damage the interests of the company and minority shareholders.
2. On July 3, 2021, Wang Jianxin, Gao Wei and Ding Jiayi, members of the audit committee, expressed their audit opinions on the relevant matters considered at the 15th meeting of the eighth board of directors of the company, as follows:
(1) Review opinions on the company's 2020 annual report and its summary
Gao Wei and Ding Jiayi, members of the committee, believe that after careful review of the company's 2020 annual report and its summary, we believe that the information contained therein can truly, accurately and completely reflect the company's operation, management and financial situation in 2020, and agree to submit this proposal to the 15th meeting of the eighth board of directors for deliberation.
Wang Jianxin, chairman of the committee, believes that according to the information currently obtained, it is impossible to express clear opinions on the authenticity, accuracy and completeness of the annual report.
(2) Review opinions on the company's 2020 financial final accounts report
Members Gao Wei and Ding Jiayi agreed to submit this proposal to the 15th meeting of the 8th board of directors for deliberation. Wang Jianxin, chairman of the committee, believes that according to the information currently obtained, it is impossible to express clear opinions on the authenticity, accuracy and completeness of the annual report.
(3) Review opinions on the proposal on the provision for asset impairment and credit impairment in 2020
Gao Wei and Ding Jiayi, members of the committee, believed that the decision-making procedures for the provision of impairment losses this time were in line with the relevant provisions of the accounting standards for business enterprises and the company's accounting system, and the financial statements after the provision of impairment could fairly reflect the company's asset status and operating results. They agreed to the provision of impairment losses of the company and its subsidiaries this time and submitted the matter to the board of directors of the company for deliberation.
Wang Jianxin, chairman of the committee, believes that according to the information currently obtained, it is impossible to express clear opinions on the authenticity, accuracy and completeness of the annual report.
(4) Audit opinions on the full text and text of the company's report for the first quarter of 2021
After carefully reviewing the report for the first quarter of 2021 and its text, the audit committee of the board of Directors believes that the information contained therein can truly, accurately and completely reflect the operation, management and financial status of the company in the first quarter of 2021, and agrees to submit this proposal to the 15th meeting of the eighth board of directors for deliberation.
(5) Review opinions on the proposal on no profit distribution in 2020
The 2020 profit distribution proposal of the company is formulated according to the actual situation of the company and complies with the relevant provisions on profit distribution in the company law and the articles of association. It is agreed to submit this proposal to the 15th meeting of the eighth board of directors for deliberation.
(6) Review opinions on the company's 2020 internal control evaluation report
The company's internal control evaluation report 2020 objectively and comprehensively reflects the real situation of the company's internal control. There are major defects in the company's internal control in 2020. We will actively urge the company's board of directors and management to strictly comply with relevant regulations, comprehensively strengthen internal control, implement rectification measures, and effectively safeguard the legitimate rights and interests of the company and all shareholders.
(7) Review opinions on the 2020 performance report of the audit committee of the board of directors
Agree to submit this proposal to the 15th meeting of the 8th board of directors for deliberation.
(8) Review opinions on the proposal on ratification of related party transactions of the company
The decision-making procedures for the additional confirmation of this connected transaction comply with the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association. It is agreed that the controlling shareholder of the company will provide loans to the company's subsidiary Yunnan Central Yunnan Supply Chain Management Co., Ltd. (hereinafter referred to as "Central Yunnan supply chain") and submit it to the board of directors for deliberation. This connected transaction is to support the business development of subsidiaries, supplement working capital, adopt market-oriented pricing, and strictly abide by the market transaction principle of "fairness, impartiality and openness" and the pricing principle of connected transactions. There is no situation that damages the interests of the company and all shareholders and will not affect the independence of the company.
(9) Review opinions on the proposal on the company and shareholders providing guarantees for the financing of subsidiaries and the company providing counter guarantees and related party transactions to shareholders
The decision-making procedure of this related party transaction complies with the stock listing rules of Shanghai Stock Exchange and the company's shareholder Yunnan Central Yunnan Industry Development Group Co., Ltd. (hereinafter referred to as "Central Yunnan group") to provide guarantee for the comprehensive credit of the company's subsidiary Central Yunnan supply chain with a total amount of no more than 400 million yuan. The company shall provide counter guarantee to central Yunnan group and submit it to the board of directors for deliberation.
This guarantee is mainly for the company and shareholders to support the business development of subsidiaries and meet the capital needs in their business development. It is normal business for the company to provide counter guarantee to Dianzhong group to balance the risks borne by both parties. The above connected transactions do not harm the interests of the company and all shareholders, and will not affect the independence of the company.
(10) Review opinions on the proposal of accounting policy change
The change of the company's accounting policy is based on the newly revised accounting standards for business enterprises by the Ministry of finance. The changed accounting policy complies with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, and can objectively and fairly reflect the company's financial status and operating results. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company's shareholders, especially the minority shareholders.
3. On August 22, 2021, Zhang Huide, Li Xueyu and Su Lijun, members of the audit committee, issued the following audit opinions on the company's 2021 semi annual report and its summary considered at the 19th meeting of the eighth board of directors:
After carefully reviewing the full text and abstract of the company's 2021 semi annual report, we believe that the information contained therein can truly, accurately and completely reflect the company's operation, management and financial situation in 2021 semi annual report, and agree to submit this proposal to the 19th meeting of the eighth board of directors for deliberation.
4. On August 26, 2021, members of the audit committee Zhang Huide, Li Xueyu Su Lijun gave the following review opinions on the proposal on the company and Yunnan zhongnanheng providing guarantee for supply chain financing in Central Yunnan and the company providing counter guarantee and related party transaction to Yunnan zhongnanheng deliberated at the 20th meeting of the eighth board of directors of the company: it is agreed that the company and Yunnan zhongnanheng real estate Co., Ltd., a wholly-owned subsidiary of Yunnan zhongnanheng group (hereinafter referred to as "Yunnan zhongnanheng") It is proposed to provide guarantee for the total financing of the company's subsidiary Yunnan central supply chain of no more than 160 million yuan, and the company will provide counter guarantee to Yunnan zhongzhongheng. Dian Zhongli Heng provides guarantee for the central Yunnan supply chain to apply for bank financing, mainly in order to support the operation and development of the subsidiary and meet the operation needs of the subsidiary. The counter guarantee provided by the company to Dian Zhongli Heng complies with the relevant provisions on foreign guarantee of state-owned assets. This guarantee behavior follows the principles of fairness, impartiality and openness. The guarantee risk is controllable and will not affect the operation, development and independence of the company. It is a normal commercial behavior and does not damage the interests of the company and shareholders.
The decision-making procedures of this related party transaction comply with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange and the articles of association.
5. On September 2, 2021, Zhang Huide, Li Xueyu and Su Lijun, members of the audit committee, gave their review opinions on the proposal on the company and Yunnan industrial investment group providing guarantee for supply chain financing in Central Yunnan and the company providing counter guarantee and associated transaction to Yunnan Industrial Investment Group, which was considered at the 21st Meeting of the eighth board of directors of the company, as follows:
It is agreed that the company and its controlling shareholder Yunnan Industrial Investment Holding Group Co., Ltd. (hereinafter referred to as "Yunnan Industrial Investment Group") provide guarantee for the financing of the company's subsidiary Central Yunnan supply chain with a total amount of no more than 440 million yuan, and the company provides counter guarantee to Yunnan industrial investment group. Yunnan Industrial Investment Group provides guarantee for the central Yunnan supply chain to apply for bank credit, which reflects the controlling shareholder's support for the business development of the subsidiary and meets the business needs of the subsidiary. The counter guarantee provided by the company to Yunnan industrial investment group complies with the relevant provisions on foreign guarantee of state-owned assets. This guarantee behavior follows the principles of fairness, impartiality and openness. The guarantee risk is controllable and will not affect the operation, development and independence of the company. It is a normal commercial behavior and does not damage the interests of the company and shareholders.
The decision-making procedures of this related party transaction comply with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange and the articles of association.
6. On October 21, 2021, Zhang Huide, Li Xueyu and Su Lijun, members of the audit committee, gave their audit opinions on the proposal of the company's report for the third quarter of 2021 considered at the 23rd Meeting of the eighth board of directors, as follows:
After careful review of the company's report for the third quarter of 2021, we believe that the information contained therein can truly, accurately and completely reflect the company's operation, management and financial situation in the third quarter of 2021, and agree to submit this proposal to the 23rd Meeting of the eighth board of directors for deliberation.
7. On November 22, 2021, Zhang Huide, Li Xueyu and Su Lijun, members of the audit committee, issued the following audit opinions on the proposal on changing the annual audit accounting firm considered at the 25th meeting of the eighth board of directors of the company:
The audit committee of the board of directors of the company has fully understood and reviewed the independence, professional competence and investor protection ability of Dahua certified public accountants. After consulting the basic information, qualification certificates, integrity records and other relevant information of Dahua certified public accountants, it believes that Dahua certified public accountants is qualified for securities and futures related business, has the professional ability and qualification of audit, and can meet the annual audit requirements of the company, Agree to propose to the board of directors that Dahua firm provide financial audit services for the company in 2021.
8. On December 2, 2021, Zhang Huide, Li Xueyu and Su Lijun, members of the audit committee, gave the following audit opinions on the relevant matters considered at the 26th meeting of the eighth board of directors of the company:
(1) Review opinions on the proposal on Revising the internal audit system (Trial Implementation) system
Agree with the company's revision of the internal audit system (for Trial Implementation). The revised system does not violate the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and the articles of association. The revision of the company's internal control system is based on the needs of the company's internal control rectification and improvement, which is conducive to the improvement of the company's internal control system.
(2) Review opinions on the proposal that the company applies for financing extension with equity pledge of subsidiaries and the shareholders of the company provide credit enhancement guarantee
Agree that Yunnan Industrial Investment Group, the controlling shareholder of the company, provide joint and several liability guarantee for the financing extension of the company with a total amount of no more than 200 million yuan, and coordinate the wholly-owned subsidiary to provide asset mortgage and credit enhancement measures; It is agreed that the company's shareholder Yunnan Industrial Investment junyang Investment Co., Ltd. (hereinafter referred to as "Yunnan Industrial Investment junyang") provides stock pledge guarantee (the above guarantee provided by Yunnan Industrial Investment junyang still needs to go through the state-owned assets approval procedure). This time, the shareholders provided guarantee and additional credit enhancement measures for the company's financing extension, and there was no need for the company to provide counter guarantee, which reflected the shareholders' support for the company's business development and met the company's business needs. It will not affect the company's business development and independence. It is a normal business behavior and does not damage the interests of the company and shareholders.
9. On December 7, 2021, Zhang Huide, Li Xueyu and Su Lijun, members of the audit committee, issued the following audit opinions on the proposal on loans provided by controlling shareholders to the company considered at the 27th meeting of the eighth board of directors of the company:
Yunnan Industrial Investment Group, the controlling shareholder of the company, plans to provide the company with a loan of no more than 100 million yuan. The loan interest rate shall not be higher than the market quotation of one-year loan published by the people's Bank of China in the same period
