Securities code: 000612 securities abbreviation: Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) Announcement No.: 2022-008
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612)
Announcement on appointing the company’s audit institution in 2021 and determining its audit fees
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
Special tips:
1. Name of accounting firm employed in the previous year: Asia Pacific (Group) accounting firm (special general partnership)
Name of accounting firm to be employed this year: Daxin Certified Public Accountants (special general partnership)
2. On December 31, 2021, the company received the notification letter from Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as “Asia Pacific”). Asia Pacific said that due to its large number of audit projects, there are great difficulties in the time and personnel arrangement of audit work, and it is difficult to transfer enough personnel to provide corresponding services for the company, so it will no longer accept the renewal entrustment of the company. For details, please refer to the company’s announcement on cninfo.com on January 5, 2022（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 25th meeting of the Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) eighth board of directors (Announcement No.: 2022-001).
3. The audit committee of the board of directors, independent directors and the board of directors of the company have no objection to the change of accounting firm. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) (hereinafter referred to as “the company”) held the 26th meeting of the 8th board of directors on January 27, 2022, deliberated and adopted the proposal on appointing the company’s audit institution in 2021 and determining its audit fees, The board of directors agreed to appoint Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as “Daxin”) as the auditor of the company’s 2021 financial report and internal control. The employment period is until the end of the company’s 2021 annual general meeting, and the total audit fee is 700000 yuan. Among them, the annual report audit fee is 600000 yuan and the internal control audit fee is 100000 yuan. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Daxin was founded in 1985 and transformed into a special general partnership firm in March 2012. Its registered address is room 1504, College International Building, No. 1, Zhichun Road, Haidian District, Beijing. Daxin has 31 branches across the country, set up branches in Hong Kong and initiated the establishment of Daxin international accounting network in 2017. At present, the global members of Daxin international accounting network include 26 network members such as the United States, Canada, Australia, Germany, France, the United Kingdom and Singapore. Daxin has the practicing certificate of accounting firm issued by the Ministry of finance. It is one of the earliest accounting firms engaged in securities business in China and one of the first to obtain the audit qualification of H-share enterprises. It has nearly 30 years of securities business experience.
2. Personnel information
The chief partner is Mr. Hu Yonghua. As of December 31, 2021, Daxin has 4262 employees, including 156 partners and 1042 certified public accountants. More than 500 certified public accountants have signed the audit report of securities service business.
3. Business information
In 2020, the business revenue was 1.832 billion yuan, providing services to many companies. Among the business income, the audit business income is 1.568 billion yuan and the securities business income is 584 million yuan. In 2020, there were 181 annual report audit clients of listed companies (including H shares), with an average asset of 24.951 billion yuan and a total charge of 231 million yuan. It is mainly distributed in manufacturing, information transmission software and information technology services, water conservancy environment and public facilities management, power, heat, gas and water production and supply, transportation, storage and postal services. The company has 107 audit clients of Listed Companies in the same industry.
4. Investor protection ability
The sum of the cumulative compensation limit of occupational insurance and the occupational risk fund withdrawn exceeds 80 million yuan, and the withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations.
Civil liability in civil litigation related to practice in recent three years: in December 2020, Hangzhou intermediate people’s court ruled that the exchange and other institutions should bear joint and several liability for compensation in the “Wuyang debt” case, and the exchange appealed against the judgment. In September 2021, the higher people’s Court of Zhejiang Province made a judgment and upheld the original judgment.
5. Independence and integrity record
Daxin does not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. In the past three years, Daxin has been subject to administrative punishment once and administrative supervision measures 14 times, and has not been subject to criminal punishment, self-discipline supervision measures and self-discipline sanctions. In the past three years, 2 employees have been subject to administrative punishment and 25 people have been subject to supervision and management measures.
(II) project information
1. Basic information
Project partner to be signed: Xiong Jianhui
It has the professional qualification of certified public accountant and asset appraiser. He became a certified public accountant in 2001, began to audit listed companies and listed companies in 2001, began to practice in Daxin office in 2013, and began to provide audit services for the company in 2022. The audit reports of listed companies and listed companies signed in recent three years include Hanwei Electronics Group Corporation(300007) , Beijing Asiacom Information Technology Co.Ltd(301085) , Beijing Kangfu Technology Co., Ltd., Beijing Times Jiangxi Zhengbang Technology Co.Ltd(002157) Co., Ltd. Serve as Beijing Jingcheng Machinery Electric Company Limited(600860) independent director.
Certified public accountant to be signed: Wang Liping
Certified public accountant qualification. He became a certified public accountant in 2018, began to engage in the audit of Listed Companies in 2015, began to practice in the exchange in 2018, and began to provide audit services for the company in 2022. The audit reports of listed companies and listed companies in recent three years include Beijing Kangfu Technology Co., Ltd., Dongguan Dongyuan Environmental Technology Co., Ltd Shenzhen wanhongtai Health Technology Co., Ltd. Not part-time in other units.
Proposed project quality reviewer: Feng inventing
Certified public accountant qualification. He became a certified public accountant in 2002 and began to review the audit quality of listed companies and listed companies in 2015. He began to practice in Daxin office in 2001. The audit reports of listed companies and listed companies reviewed in recent three years include Gci Science & Technology Co.Ltd(002544) , Changchun High And New Technology Industries (Group) Inc(000661) , Guandian Defense Technology Co., Ltd. Not part-time in other units.
2. Integrity record
The partner of the project to be signed, the signing certified public accountant and the quality review personnel have not been subject to criminal punishment due to their professional behavior in the past three years, and have been subject to administrative punishment, supervision and management measures by the CSRC, its dispatched offices and industry competent departments, and have been punished by the stock exchange
3. Independence
The partners of the project to be signed, the signing certified public accountants and the quality review personnel do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants, do not hold and buy or sell the company’s shares, and do not have other economic interests that affect the independence. Regular rotation meets the requirements.
4. Audit fees
The company plans to appoint Daxin as the auditor of the company’s financial report and internal control in 2021. The employment period is until the end of the company’s 2021 annual general meeting of shareholders, and the total audit fee is 700000 yuan. Among them, the annual report audit fee is 600000 yuan and the internal control audit fee is 100000 yuan. Consistent with the audit fees of the company in the previous year.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Asia Pacific is the former audit institution of the company and has provided annual report / internal control audit services for the company for seven consecutive years. The audit report opinion of the previous year is a standard unqualified audit report. The company does not dismiss the former accounting firm after entrusting the former accounting firm to carry out some audit work.
(II) reasons for the proposed change of accounting firm
On December 31, 2021, the company received the notification letter from Asia Pacific. Asia Pacific said that due to its large number of audit projects, there are great difficulties in the time and personnel arrangement of audit work, and it is difficult to transfer enough personnel to provide corresponding services for the company, so it will no longer accept the renewal entrustment of the company. For details, please refer to the announcement on the resolution of the 25th meeting of the Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) eighth board of directors (Announcement No.: 2022-001) issued by the company on cninfo.com on January 5, 2022.
In view of the above reasons, the company organized a 2021 annual report audit institution bidding meeting and issued an invitation to audit institutions with corresponding qualifications. According to the relevant provisions of the company’s bidding, the judges comprehensively rated the audit institution through price, business, technology and other aspects, and finally Daxin Certified Public Accountants (special general partnership) won the bid with the highest score.
(III) communication between the company and previous accounting firms
Since Asia Pacific will no longer accept the company’s renewal entrustment, the company has passed the bidding procedure and approved by the audit committee and the board of directors, and plans to hire Daxin as the company’s audit institution in 2021. The communication with the former accounting firm shall be arranged and implemented by the audit institution to be appointed by the company to ensure the independence of the audit business.
3、 Procedures for this change of audit institution
The audit committee of the board of directors of the company held a meeting on January 24, 2022 and fully understood the practice quality of Daxin according to the bidding results of the company. The audit committee unanimously agreed to appoint Daxin as the audit institution of the company’s 2021 annual financial report and internal control and submit it to the board of directors for deliberation.
2. Prior approval and independent opinions of independent directors
After audit, the independent directors believe that Daxin has the experience and ability to provide audit services for listed companies and can meet the requirements of the company’s audit work in 2021. The company plans to appoint Daxin as the audit institution of the company, which will not damage the interests of the company and all shareholders. The independent directors agreed to submit the matter to the board of directors of the company for deliberation.
The company’s proposed audit institution for 2021 has fulfilled the necessary procedures and met the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Independent directors believe that Daxin can meet the requirements of the company’s audit work in 2021 and agree to appoint Daxin as the company’s audit institution in 2021. The employment period is until the end of the company’s 2021 annual general meeting of shareholders, and the total audit fee is 700000 yuan. Among them, the annual report audit fee is 600000 yuan and the internal control audit fee is 100000 yuan. The independent directors agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
3. Deliberation and voting of proposals by the board of directors
The company held the 26th meeting of the 8th board of directors on January 27, 2022, deliberated and adopted the proposal on appointing the company’s audit institution in 2021 and determining its audit fees with 9 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to appoint Daxin as the audit institution of financial report and internal control in 2021, And agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Effective date
The appointment of an audit institution in 2021 needs to be submitted to the general meeting of shareholders of the company for deliberation. The appointment of an audit institution takes effect from the date of deliberation and approval by the general meeting of shareholders of the company, and the appointment period is until the end of the general meeting of shareholders of the company in 2021.
4、 Documents for future reference
1. Resolution of the 26th meeting of the 8th board of directors of the company.
2. Resolution of the first meeting of the audit committee of the eighth board of directors in 2022.
3. Prior approval opinions and independent opinions of independent directors on matters related to the 26th meeting of the 8th board of directors. It is hereby announced.
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) board of directors
January 28, 2022
