Securities code: 000635 securities abbreviation: Ningxia Younglight Chemicals Co.Ltd(000635) Announcement No.: 2022-008 Ningxia Younglight Chemicals Co.Ltd(000635)
Announcement on the appointment of internal control audit institutions in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
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In 2020, the name of the internal control audit institution appointed was Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as Zhongshen Zhonghuan). In order to ensure the independence, objectivity and fairness of the company's audit work, and in combination with the actual situation of the company, the company plans to appoint Shanghui accounting firm (special general partnership) (hereinafter referred to as Shanghui) as the internal control audit institution of the company in 2021. The company has communicated with the central audit public environment in advance on the appointment of the internal control audit institution in 2021. The central audit public environment is aware of this matter and confirms that it has no objection.
1、 Basic information on the appointment of internal control audit institutions
(I) basic information
1. Institutional information
The conference was the first national accounting firm approved by the Ministry of Finance in 1981. Since its establishment, it has implemented the dual headquarters management mode of Beijing and Shanghai. According to the organizational form of "based on Beijing, developing Shanghai and radiating the whole country", after nearly 40 years of development, the business model has been further expanded, and more than 20 branches have been opened in provinces and cities (including municipalities directly under the central government), Among them, there are more than 400 certified public accountants.
Shanghui is the earliest national accounting firm established in China, formerly known as Shanghai accounting firm. Its legal address is 25 / F, No. 755, Weihai Road, Jing'an District, Shanghai (Beijing headquarters address: 8 / F, Youdi center, building 4, yard 36, GUSHENG Road, Shijingshan District, Beijing). It is one of the first batch of accounting firms with listed company, securities, futures and financial qualifications in China. In December 1998, according to the requirements of the Ministry of Finance and China Securities Regulatory Commission, it was restructured into an accounting firm with limited liability company system. In December 2013, Shanghai Shanghui certified public accountants Co., Ltd. was restructured into Shanghui Certified Public Accountants (special general partnership). The conference has always been among the top 100 accounting firms in China.
2. Personnel information
The chief partner is Mr. Zhang Xiaorong. As of December 31, 2021, there were more than 1300 employees in the conference, including 74 partners and 445 certified public accountants. Among the certified public accountants, more than 110 have signed the audit report of securities service business.
3. Business information
In 2020, the operating income was 497 million yuan, providing services to more than 3000 companies. Among the operating income, the audit business income was 299 million yuan and the securities business income was 159 million yuan. In 2020, there were 38 annual report audit clients of listed companies, with a total charge of 39 million yuan. It is mainly distributed in manufacturing, wholesale and retail, transportation, storage, post and telecommunications, information transmission, software and information technology services, real estate and other industries. It has audit business experience in the industry where the company is located. 4. Investor protection ability
By the end of 2020, the occupational risk fund mentioned in the previous accounting was 766400 yuan, and the cumulative compensation limit of occupational insurance purchased was 300 million yuan. The occupational risk fund mentioned in the occupational insurance purchase complies with the relevant provisions of the Ministry of Finance on the measures for the administration of occupational risk fund of accounting firms and other documents. No civil liability shall be borne in the civil litigation related to practice behavior that has been concluded at the meeting in recent three years.
5. Independence and integrity record
There was no violation of the independence requirements of the code of professional ethics for Chinese certified public accountants. In the past three years, the conference has received 0 criminal punishment, 0 administrative punishment, 4 Supervision and management measures, 0 self-discipline supervision measures and 0 disciplinary sanctions for practicing behavior. In the past three years, 8 employees have been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 4 times and self-discipline supervision measures 0 times.
(II) project information
1. Basic information
Signed project partner: Sun Zhiwen, a partner of the Shanghai conference, obtained the qualification of Chinese certified public accountant in 2014, began to engage in the audit of Listed Companies in 2015 and began to practice in the Shanghai conference in 2020. More than 5 listed companies and listed companies have signed in the past three years.
Signature certified public accountant: Nie Xinna, who obtained the qualification of Chinese certified public accountant in 2018, began to audit listed companies and listed companies in 2015 and joined the meeting in 2021. In the past three years, two listed companies and listed companies have signed audit reports.
Reviewer of project quality control: Wu Ren, who obtained the qualification of Chinese certified public accountant in 2015, has been practicing in the Shanghai Council and engaged in the audit of listed companies since 2015, and has been engaged in quality control since 2019. A total of 6 audit projects of listed companies have been reviewed in the past three years.
2. Integrity record
The above-mentioned signing project partners, signing certified public accountants and quality control reviewers have not been subject to any criminal punishment, administrative punishment, administrative supervision measures or self-discipline punishment in the past three years, and have a good integrity record.
3. Independence
The partners of the meeting and the above projects to be signed, the certified public accountants to be signed and the quality control reviewers have no interests that may damage their independence with the company. They meet the independence requirements and can undertake the audit business.
4. Audit fees
It is proposed to employ Shanghai Council as the company's 2021 audit institution for one year to be responsible for the company's 2021 internal control audit. The audit fee is 90000 yuan (including tax), and the audit fee of the previous period is 180000 yuan (including tax). The audit fee is more than 20% lower than that of the previous year. The audit fee is based on industry standards and market prices, Combined with the actual situation of the company and comprehensively considering the professional and technical level of professional services and the level, experience, working hours and other factors of personnel participating in the audit, it is determined in a market-oriented manner.
2、 Description of internal control audit institution to be changed
(I) previous financial report audit institutions and audit opinions of the previous year
The former financial report audit institution of the company is Zhongshen Zhonghuan, which provides the company with financial report and internal control audit services from 2018 to 2020. The type of audit opinion in 2020 is standard unqualified opinion. The company does not have the situation of dismissing the company after entrusting the company to carry out part of the audit work.
(II) reasons for the proposed change of internal control audit organization
In order to ensure the independence, objectivity and fairness of the company's audit work, and in combination with the actual situation of the company, the company plans to appoint the meeting as the internal control audit institution of the company in 2021. The company has communicated with the central audit public environment in advance on the appointment of the internal control audit institution in 2021. The central audit public environment is aware of this matter and confirms that it has no objection.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with the central audit committee and the general meeting on the appointment of the company's internal control audit institution in 2021. All parties have clearly known the matter and confirmed that they have no objection. Zhongshen Zhonghuan and Daxin will do a good job of communication and cooperation in accordance with the requirements of China Auditing Standards for certified public accountants No. 1153 - communication between former certified public accountants and subsequent certified public accountants. 3、 Procedures for the performance of internal control audit institutions to be changed
（1） Deliberations of the audit committee of the board of directors
The company convened the audit committee of the board of directors on January 21, 2022, deliberated and approved the announcement on the appointment of internal control audit institution in 2021, agreed to appoint the meeting as the company's internal control audit institution in 2021, and agreed to submit this proposal to the 24th Meeting of the eighth board of directors for deliberation. The Audit Committee believes that the Shanghai Securities and Futures Commission has the qualification to audit securities and futures related businesses, has the experience and ability to provide audit services for listed companies, and can independently audit the internal control of the company. At the appointment meeting, there is no situation that affects the company's operation or damages the interests of the company, nor does it damage the interests of the company's shareholders, especially the minority shareholders.
（2） Opinions issued by independent directors
The independent directors of the company have issued prior approval opinions and independent opinions on the appointment of the internal control audit institution in 2021 on January 21 and January 27, 2022 respectively. The independent directors believe that the appointment of the internal control audit institution in 2021 meets the needs of the company's internal control audit work, and the meeting holds the business license related to securities and futures, Have the business qualification as the audit institution of listed companies, have the experience and ability to provide audit services for listed companies, be able to audit the company's internal control independently, meet the requirements of the company's internal control audit, and there will be no situation affecting the company's operation or damaging the company's interests in employment, Nor does it harm the interests of the company's shareholders, especially the minority shareholders. The board of directors has obtained the prior written approval of the independent directors before considering the proposal on the appointment of the internal control audit institution in 2021. The independent directors agree to submit the appointment of the company's internal control audit institution in 2021 to the 24th Meeting of the eighth board of directors for deliberation.
4、 Documents for future reference
1. Resolutions of the 24th Meeting of the 8th board of directors;
2. Resolutions of the audit committee of the 8th board of directors;
3. Prior approval opinions and independent opinions of independent directors.
Ningxia Younglight Chemicals Co.Ltd(000635) board of directors January 28, 2022
