Zhuzhou Smelter Group Co.Ltd(600961) the first extraordinary general meeting of shareholders in 2022
Meeting materials
February 2022
catalogue
No. proposal name
1 proposal on the employment of accounting firms and internal control audit institutions 2 proposal on the proposed signing of financial service agreement
Zhuzhou Smelter Group Co.Ltd(600961)
Proposal on the employment of accounting firms and internal control audit institutions I. Basic information of the proposed accounting firms
(I) institutional information
1. Basic information
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”), founded in December 1988 and headquartered in Beijing, is a super large comprehensive consulting organization focusing on audit and assurance, capital market services, management consulting, government affairs consulting, tax services, legal affairs and liquidation, information technology consulting, engineering consulting and enterprise valuation.
The chief partner of Tianzhi international is Qiu Jingzhi, and its registered address is area A-1 and a-5, building 68, No. 19, Chegongzhuang West Road, Haidian District, Beijing.
Tianzhi international has obtained the practice certificate issued by the Beijing Municipal Bureau of finance. It is one of the first batch in China to obtain the qualification of securities and futures related business, be approved to engage in the audit business of super large state-owned enterprises, obtain the qualification of financial audit and obtain the qualification of Accounting judicial expertise, It is one of the highest certified public accountants in the United States, and has obtained the qualification of PCB in military security related business. Tianzhi international has been engaged in securities service business for more than 20 years.
2. Personnel information
As of December 31, 2020, Tianzhi international has 58 partners and 1254 certified public accountants, and more than 450 certified public accountants have signed the audit report of securities service business.
3. Business information
In 2020, the business income of Tianzhi international was 2.228 billion yuan, the audit income was 1.693 billion yuan and the securities business income was 813 million yuan. In 2020, there were 185 audit clients of listed companies. The main industries (industries of the CSRC, the same below) include manufacturing, information transmission, software and information technology services, electric power, heat, gas and water production and supply, transportation, warehousing and postal services, real estate, etc. the total audit fees were 207 million yuan, The company has 110 audit clients of Listed Companies in the same industry. Tianzhi international has audit experience in the industry where the company is located.
4. Investor protection ability
In accordance with relevant laws and regulations, Tianzhi international has accrued full amount of occupational risk fund in previous years, and the cumulative compensation limit of accrued occupational risk fund and purchased occupational insurance shall not be less than 80 million yuan. The withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations. In the past three years (2018, 2019 and 2020), Tianzhi International did not bear civil liability in relevant civil proceedings due to its practice.
5. Integrity record
(1) In the past three years, Tianzhi international has no criminal punishment, administrative punishment, self-discipline supervision measures and disciplinary sanctions.
(2) In the past three years, employees have been subject to supervision and management measures for practice for 6 times, involving 16 personnel. There is no case of criminal punishment, administrative punishment and self-discipline supervision measures for practice.
(II) project information
The audit business of the company is mainly undertaken by Tianzhi international Zhuzhou branch (hereinafter referred to as “Zhuzhou branch”). Zhuzhou branch was established in 2010 and the person in charge is Liu Zhiqing. The registered address of Zhuzhou branch is 10 / F and 11 / F, bidding building, No. 16, Changjiang North Road, Tianyuan District, Zhuzhou City, Hunan Province. Zhuzhou branch has been engaged in securities service business since its establishment.
Tianzhi international and its subordinate branches operate in an integrated manner and join Baker Tilly international, the world’s top 10 international accounting network, as its only member office in China.
1. Basic information
The basic information of the project partner, signature certified public accountant and project quality control reviewer is as follows:
Project partner and signed CPA 1: Li Jun, who became a CPA in 1999, began to engage in the audit of Listed Companies in 2008, began to practice in Tianzhi international in 2010, began to provide audit services for the company in 2021, signed 5 audit reports of Listed Companies in recent three years and reviewed 0 audit reports of Listed Companies in recent three years.
Signature certified public accountant 2: Zhang Jian, who became a certified public accountant in 2003, began to engage in the audit of Listed Companies in 2012, began to practice in Tianzhi international in 2010, began to provide audit services for the company in 2021, signed 3 audit reports of Listed Companies in recent three years and reviewed 0 audit reports of Listed Companies in recent three years.
Signed CPA 3: he Dongmei, who became a CPA in 2009, began to audit listed companies in 2012, began to practice in Tianzhi international in 2010, began to provide audit services for the company in 2021, signed 2 audit reports of Listed Companies in recent three years and reviewed 0 audit reports of Listed Companies in recent three years.
According to the quality control policies and procedures of Tianzhi international, Wang Jun and his team plan to act as the reviewer of project quality control. Wang Jun, who became a certified public accountant in 1998, began to engage in the audit of Listed Companies in 2005, began to practice in Tianzhi international in 2000, and reviewed no less than 20 audit reports of Listed Companies in the past three years.
2. Integrity record
Li Jun, the project partner and the proposed signing accountant, Zhang Jian, the partner and the proposed signing accountant, Wang Jun, the proposed project quality control reviewer, and he Dongmei, the proposed signing certified public accountant, have no criminal punishment, administrative punishment, administrative supervision measures and self-discipline punishment.
3. Independence
There are no circumstances that may affect the independence of Tianzhi international, project partners, signing certified public accountants and project quality control reviewers.
4. Audit fees
The current audit fee company plans to pay the financial audit fee of 481000 yuan and the internal control audit fee of 100000 yuan, with a total cost of 581000 yuan. The audit fee is determined according to the responsibility, complexity, work requirements, required working conditions and working hours of the business, as well as the professional knowledge and working experience invested by the staff at all levels who actually participate in the business.
Zhuzhou Smelter Group Co.Ltd(600961)
Proposal on the proposed signing of the financial services agreement
The company plans to sign the financial services framework agreement (hereinafter referred to as the “agreement”) with Minmetals Group Finance Co., Ltd. (hereinafter referred to as the “finance company”), which has corresponding business qualifications and basic financial indicators in line with the provisions of the people’s Bank of China, Bank Of China Limited(601988) Insurance Regulatory Commission and other regulatory authorities, And provide financial services to the company in accordance with the rules and operational requirements issued by the regulatory authorities.
The financial company and the actual controller of the company are China Minmetals Group Co., Ltd., and the financial company is the affiliated legal person of the company. This transaction constitutes a connected transaction.
The main terms of this Agreement are as follows:
Party A: Minmetals Finance Co., Ltd
Party B: Zhuzhou Smelter Group Co.Ltd(600961)
1、 Service content, estimated amount and pricing standard
1. Financial, financing and investment consulting business, credit assurance and related consulting and agency business.
For the above business, Party A’s charge shall not be higher than that of the same industry, nor higher than that of Party A for similar business with other companies.
2. Settlement business to realize the receipt and payment of transaction funds.
Party B shall open a settlement account with Party A and sign an account opening and online settlement agreement. Party A shall provide Party B with collection and payment services and other auxiliary services related to settlement business. In providing the above settlement services, Party A’s charge shall not be higher than that of the same industry, nor higher than that of Party A in carrying out similar business with other companies.
3. Deposit business
According to the principle of “voluntary deposit and free withdrawal”, Party A shall provide deposit services for Party B, and the deposit interest rate shall not be lower than the deposit benchmark interest rate of similar deposits in the same period uniformly issued by the people’s Bank of China, nor lower than the interest rate level of deposit business provided by Party A to Minmetals Group member units under the same conditions.
During the term of the agreement, on the basis of complying with the relevant provisions of Shanghai Stock Exchange, the total deposit balance of Party B and its subsidiaries (including Party B’s wholly-owned subsidiaries and holding subsidiaries) in Party A on any day shall not exceed 800 million yuan.
4. Bill acceptance, discount and guarantee.
The specific business shall be handled by both parties through negotiation in accordance with the principles of fairness, fairness, autonomy and voluntariness. The interest rate shall follow the market according to the market price, and the rate shall be implemented in accordance with the relevant provisions of the state. If there is no provision by the state, it shall be implemented at a level not higher than that of the same industry, and at the same time, it shall not be higher than the charging level of similar business provided by Party A to the member units of Minmetals Group under the same conditions.
5. Loan business
The interest rate of Party A’s loan to Party B shall be subject to the loan market quotation interest rate (LPR) uniformly issued by the people’s Bank of China, and shall not be higher than the interest rate set by Party A for the same kind of loan to Minmetals Group member units under the same conditions.
The loan service shall be separately signed by both parties according to the actual needs.
6. Other businesses approved by the China Banking and Insurance Regulatory Commission. The service rate shall be determined through negotiation with reference to the industry practice.
2、 Party B and its subsidiaries have the right to decide whether to need and accept the above services provided by Party A in combination with their own interests, and also have the right to choose the services provided by other financial institutions.
3、 During the validity of this agreement, when the relevant exchange has required Party A’s information disclosure about Party B according to law or authority, Party A will cooperate with Party B to perform the information disclosure business. 4、 Effective and post effective arrangements
1. This Agreement shall be established after being signed and sealed by the legal representatives or authorized representatives of Party A and Party B, and shall come into force after being deliberated and approved by the general meeting of shareholders of Party B.
2. Before or within a reasonable time after the signing of this agreement, Party A and Party B respectively obtain resolutions and approvals inside and outside the company in accordance with the procedures specified in the company law, the articles of association and special laws and regulations related to listed companies, including the review and approval of the board of directors, the general meeting of shareholders and relevant regulatory authorities.
3. If it is necessary to perform the above-mentioned review and approval procedures, Party A and Party B or the obligated party shall provide or mutually provide the approval documents on or after the date of signing this agreement. This Agreement shall come into force on the date specified in the document. If it is not necessary to perform the above review and approval procedures, this Agreement shall come into force on the date when the legal representative or its authorized representative signs and seals it.
4. This Agreement shall come into force from the date of deliberation and approval by the general meeting of shareholders of Party B and shall be valid for 3 years. Within 90 days before the expiration of this agreement, if either party is unwilling to continue the services under this agreement, it shall notify the other party in writing of its intention to terminate the agreement and settle all relevant procedures in accordance with the law. If there is no notice of termination, it shall be deemed that both parties are willing to continue to implement this agreement, and both parties shall go through the formalities of renewing or re signing the agreement according to law. Before the agreement on renewal or the new agreement takes effect, it shall be implemented in accordance with the provisions of this agreement.
Both parties undertake to keep each other’s trade secrets and intellectual property rights (collectively referred to as “confidential information”) and bear the liability for breach of contract. Unless otherwise provided by laws and regulations, one party shall be responsible for keeping confidential the confidential information of the other party obtained from the signing and execution of this agreement. Without the written consent of the other party, it shall not disclose it to a third party or publish it publicly. It is obliged to bind its employees and expert consultants to abide by this confidentiality commitment.
5、 Liability for breach of contract
If either party fails to perform the agreement, it will constitute a breach of contract. The breaching party shall compensate the observant party for the actual losses caused to the observant party due to its breach of contract.
6、 Dispute resolution
All differences and disputes related to this Agreement arising from the signing and implementation of this Agreement shall first be settled through friendly negotiation within the group. If no settlement can be reached through negotiation, either party can submit the dispute to the people’s court with jurisdiction in the place of registration of Party A for litigation settlement.
