The first extraordinary general meeting of shareholders in 2022 {
Material compilation
February 2022 · Tianjin
catalogue
Proposal on changing the accounting firm 1 Tianjin Teda Co.Ltd(000652) proposal I of the first extraordinary general meeting of shareholders in 2022
Proposal on change of accounting firm
Shareholders and shareholder representatives:
Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as "Daxin"), 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 (special general partnership) (hereinafter referred to as "China Audit Asia Pacific") as the audit accounting firm of the company in 2021.
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 China Audit Asia Pacific Certified Public Accountants and Daxin certified public accountants in advance on the matter of changing the accounting firm. All parties have clearly known the matter and expressed no objection. 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.
Submit to the general meeting of shareholders for deliberation.
Tianjin Teda Co.Ltd(000652) board of directors
February 23, 2022
