Securities code: 000652 securities abbreviation: Tianjin Teda Co.Ltd(000652) Announcement No.: 2022-8 Tianjin Teda Co.Ltd(000652)
Announcement on the proposed change of accounting firm
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.
Special tips:
1、 Accounting firm to be employed: China Audit Asia Pacific accounting firm (special general partnership) (hereinafter referred to as "China Audit Asia Pacific"); Originally employed accounting firm: Daxin accounting firm (special general partnership) (hereinafter referred to as "Daxin").
2、 Reasons for changing the accounting firm:
Daxin Certified Public Accountants (special general partnership), the original audit accounting firm of the company in 2021, was unable to enter the site to carry out audit work in Tianjin due to the impact of Tianjin epidemic prevention and isolation policies; In addition, due to the tight personnel arrangement of Daxin, it was unable to coordinate sufficient internal audit resources to meet its requirements for undertaking the on-site workload of listed companies for the first time, and was unable to complete the company's audit work in 2021 on schedule. After negotiation with the company, the audit business in 2021 was terminated. In order not to affect the audit and disclosure requirements of the annual report and comprehensively consider the business development of the company, the company plans to hire China Audit Asia Pacific accounting firm as the audit accounting firm of the company in 2021.
The company has communicated with Daxin and China Audit Asia Pacific in advance on the matter of changing the accounting firm, and all parties know that they have no objection to this matter.
3、 Tianjin Teda Co.Ltd(000652) (hereinafter referred to as "the company") deliberated and adopted the proposal on changing the accounting firm at the 10th (Interim) meeting of the 10th board of directors. This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The specific situation is hereby announced as follows:
1、 Basic information of the proposed accounting firm
(I) institutional information
1. Basic information
(1) Basic information
Zhongshen Asia Pacific Certified Public Accountants was established in 2013 and restructured into a special general partnership firm in early 2013. The executive partners are Chen Jixian, Feng Jianjiang, Liu Zongyi, Wang Zengming and Zeng Yun.
The registered address is 2206, 20th floor, Tianxingjian business building, No. 47, Fuxing Road, Haidian District, Beijing. China Audit Asia Pacific has a headquarters in Beijing and more than 20 branches in Yunnan, Shanghai, Guangdong, Hubei, Guizhou, Shenzhen, Hebei, Anhui, Northwest (Shaanxi), Shanxi, Shandong, Heilongjiang, Fujian, Sichuan, Tianjin and other places. With the practicing certificate of accounting firm issued by the Ministry of finance, China Audit Asia Pacific is one of the accounting firms with a long history of practice in China and obtained the audit qualification of securities and futures related businesses earlier.
(2) Personnel information
The chief partner is Mr. Wang Zengming. As of December 31, 2021, there were 53 partners and 467 certified public accountants. Among the certified public accountants, 184 have signed the audit report of securities service business.
(3) Business information
In 2020, the business income was 433.5176 million yuan. Among the business income, the audit business income is 324.2497 million yuan and the securities business income is 113.8481 million yuan. In 2021, there were 26 annual report audit clients of listed companies, mainly distributed in manufacturing, construction, agriculture, forestry, animal husbandry, fishery, wholesale and retail, information transmission, software and information technology services. The company has one audit client of a listed company in the same industry.
2. Investor protection ability
The sum of the cumulative compensation limit of occupational insurance and the occupational risk fund withdrawn exceeds 100 million yuan, and the withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations.
China Audit Asia Pacific has not undertaken civil liability in civil litigation related to its practice in recent three years.
3. Integrity record
China Audit Asia Pacific Certified Public Accountants (special general partnership) has not been subject to criminal punishment, administrative punishment and disciplinary punishment for its practice in recent three years (the last three complete natural years and the current year); 4 times of supervision and management measures and 1 time of self-discipline supervision measures.
The employees of China Audit Asia Pacific Certified Public Accountants (special general partnership) have not been subject to criminal or administrative punishment for their practice in recent three years (the last three complete natural years and the current year). Among them, 6 employees have been subject to supervision and management measures for 4 times and self-discipline supervision measures for 1 time in recent three years.
(II) project information
1. Basic information
(1) Project partner to be signed: Shen Yancheng
Certified public accountant qualification. He became a certified public accountant in 2008 and began to audit listed companies and listed companies in March 2018. He began to practice in the exchange in 2018. He once led listed companies Tianjin Tianbao Infrastructure Co.Ltd(000965) (000965), Tianjin Free Trade Zone Investment Holding Group Co., Ltd., Tianjin Lingang Investment Holding Co., Ltd Tangshan Qiao Technology Co., Ltd. and other listed companies and large state-owned enterprises. Not part-time in other units.
(2) Certified public accountant to be signed: Zhang Yanhui
Certified public accountant qualification. He became a certified public accountant in 2018 and began to audit listed companies and listed companies in March 2018. He began to practice in the firm in 2021. He was responsible for the relevant audit services of Hebei Construction Group Co., Ltd. (listed in Hong Kong), Yingli energy (China) Co., Ltd. (listed in New York), Liu Lingzui Brewing Co., Ltd. Not part-time in other units.
(3) Proposed project quality control reviewer: Cui Jiangtao
Certified public accountant qualification. He became a certified public accountant in 2002 and began to review the audit quality of Listed Companies in 2012. He began to practice in the exchange in 2003. He reviewed 5 audit reports of listed companies and 26 audit reports of companies listed on the new third board in recent three years. Not part-time in other units.
2. Integrity record
In the past three years, the partners of the project to be signed, the signing certified public accountants and the quality review personnel have not been subject to criminal punishment due to their professional behavior, administrative punishment, supervision and management measures by the CSRC, its dispatched offices and industry competent departments, and self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as stock exchanges and industry associations. 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 audit fees for financial statements and internal control in 2021 totaled 3.96 million yuan.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Daxin, the former accounting firm of the company, has not issued the 2021 annual audit report to the company.
The type of audit opinion of the company in 2020 is standard unqualified opinion, which is issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership).
(II) reasons for the proposed change of accounting firm
Daxin certified public accountants, the original audit accounting firm of the company in 2021, was unable to enter the site to carry out audit work in Tianjin due to the impact of Tianjin epidemic prevention and isolation policies; In addition, due to the tight personnel arrangement of Daxin, it was unable to coordinate sufficient internal audit resources to meet its requirements for undertaking the on-site workload of listed companies for the first time, and was unable to complete the company's audit work in 2021 on schedule. After negotiation with the company, the audit business in 2021 was terminated. In order not to affect the audit and disclosure requirements of the annual report and comprehensively consider the business development of the company, the company plans to hire China Audit Asia Pacific as the audit accounting firm of the company in 2021.
(III) communication between the listed company and previous accounting firms
The company has communicated with Daxin and China Audit Asia Pacific in advance on the matter of changing the accounting firm, and all parties know that they have no objection to this matter. The previous and subsequent accounting firms will do a good job of communication and cooperation in accordance with the auditing standards for Chinese certified public accountants No. 1153 - communication between former certified public accountants and subsequent certified public accountants and other relevant requirements.
3、 Procedures performed
(I) performance of the audit committee
The audit committee reviewed the relevant qualifications and experience of China Audit Asia Pacific, as well as the qualifications and independence of the project partners, certified public accountants and quality control reviewers to be signed, and considered that China Audit Asia Pacific has the experience and ability to provide audit services for many listed companies and can meet the work requirements of the company's financial audit and internal control audit, Have the professional ability and investor protection ability to be independent and competent for the company's financial audit and internal control audit in 2021. In order not to affect the audit and disclosure requirements of the company's annual report, it is agreed to appoint China Audit Asia Pacific as the audit accounting firm of the company in 2021.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
After verification, the independent directors believe that China Audit Asia Pacific Certified Public Accountants (special general partnership) has the qualification to engage in securities service audit, has many years of experience and ability to provide audit services for listed companies, has sufficient independence, is competent for the company's financial audit and internal control audit in 2021, and has the ability to protect investors, Meet the conditions and requirements for the company to employ an accounting firm. The company's change of accounting firm is based on comprehensive consideration of business development and the needs of annual report audit in 2021. In order not to affect the audit and disclosure requirements of annual report, there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. It is agreed to submit the proposal on changing the accounting firm to the 10th (Interim) meeting of the 10th board of directors of the company for deliberation.
2. Independent opinions of independent directors
The independent directors believe that China Audit Asia Pacific Certified Public Accountants (special general partnership) has the qualification to engage in securities service audit, has many years of experience and ability to provide audit services for listed companies, can meet the work requirements of the company's financial audit and internal control audit, and can provide the company with real Provide fair audit services and objectively evaluate the company's financial status and operating results. The change of the accounting firm of the company is based on the comprehensive consideration of the business development and the needs of the audit of the annual report in 2021. In order not to affect the audit and disclosure requirements of the annual report, the relevant decision-making procedures comply with the relevant laws, regulations and the articles of association, and the CPA affairs of China Audit Asia Pacific have sufficient independence Be competent in the professional ability and investor protection ability of the company's financial audit and internal control audit in 2021. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation and decision-making procedures comply with relevant laws and regulations and the articles of association. It is agreed to appoint China Audit Asia Pacific Certified Public Accountants (special general partnership) as the audit institution of the company in 2021.
(III) deliberation and voting of proposals by the board of directors
The board of Directors believes that China Audit Asia Pacific has the experience and ability to provide audit services for a number of listed companies, can meet the work requirements of the company's financial audit and internal control audit, has independence, and has the professional ability and investor protection ability to be competent for the company's financial audit and internal control audit in 2021. It agrees to this change of accounting firm.
(IV) effective date
The appointment of an accounting firm needs to be submitted to the general meeting of shareholders of the company for deliberation, and will take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
4、 Documents for future reference
(I) Tianjin Teda Co.Ltd(000652) resolution of the 10th (Interim) meeting of the 10th board of directors (II) Tianjin Teda Co.Ltd(000652) resolution of the 1st meeting of the audit committee of the 10th board of directors in 2022
Opinions on prior approval of independent accounting firm 652 {0002}
(IV) Tianjin Teda Co.Ltd(000652) opinions of independent directors at the 10th (Interim) meeting of the 10th board of directors
(V) the basic information of China Audit Asia Pacific Certified Public Accountants (special general partnership) and other documents required by Shenzhen Stock Exchange
Tianjin Teda Co.Ltd(000652) board of directors
February 8, 2022
