Securities code: 300474 securities abbreviation: Changsha Jingjia Microelectronics Co.Ltd(300474) Announcement No.: 2022-006 Changsha Jingjia Microelectronics Co.Ltd(300474)
Announcement on 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. Name of accounting firm to be employed: zhongruicheng accounting firm (special general partnership) (hereinafter referred to as “zhongruicheng”);
2. Name of the original accounting firm: Tianzhi international accounting firm (special general partnership) (hereinafter referred to as “Tianzhi international”);
3. Reasons for changing the accounting firm: the accounting firm originally employed by the company has provided audit services for the company for many years. In order to better ensure the independence, objectivity and fairness of the audit work, after full communication and comprehensive evaluation, and taking into account the actual situation of the company’s development strategy, future business development and audit needs, The company plans to appoint zhongruicheng Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 for a period of one year. The company has communicated with the previous and subsequent accounting firms on matters related to the change of accounting firm, and the previous and subsequent accounting firms have clearly known the change and confirmed that they have no objection; 4. The audit committee and the board of directors of the company have no objection to the proposed change of the accounting firm, and the independent directors have expressed their prior approval opinions and independent opinions.
Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as “the company”) deliberated and adopted the proposal on changing the accounting firm at the seventh meeting of the Fourth Board of directors held on February 9, 2022. It is proposed to employ zhongruicheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 for a period of one year. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(I) institutional information
1. Basic information
The predecessor of zhongruicheng Certified Public Accountants (special general partnership) is Beijing zhongruicheng certified public accountants Co., Ltd., founded in 1997. In December 2019, with the approval of Beijing Municipal Bureau of finance, it was transformed into a special general partnership and renamed zhongruicheng Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongruicheng”). After more than 20 years of development, zhongruicheng has gradually developed into a large and comprehensive professional service organization. With its excellent performance in business income, talent training and reserve, practice quality and other dimensions, zhongruicheng has been selected as the national top 100 institutions selected by the China Institute of certified public accountants for many years. Zhongruicheng has the security qualification of military secret related business consulting service.
He Peigang, the chief partner of zhongruicheng, whose registered address is 1806, floor 15, building 1, yard 32, Xizhimen North Street, Haidian District, Beijing, is a special general partnership.
As of December 31, 2021, zhongruicheng has 29 partners, 202 certified public accountants, a total of 617 employees, and 8 certified public accountants who have signed the audit report of securities service business.
The total audited income of zhongruicheng in 2021 was 264.4927 million yuan, the income from audit business was 174.2009 million yuan and the income from securities business was 2.62 million yuan. In 2021, zhongruicheng did not provide annual report audit services to listed companies, and there were no audit customers of Listed Companies in the same industry. There were 2 annual report audits of listed companies.
2. Investor protection ability
In accordance with relevant laws and regulations, zhongruicheng 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 recent three years (from 2019, 2020, 2021 and the beginning of 2022 to the date of this announcement, the same below), zhongruicheng has not borne civil liability in relevant civil proceedings due to its practice.
3. Integrity record
In recent three years, zhongruicheng has received 0 criminal punishment, 0 administrative punishment, 0 supervision and management measures, 0 self-discipline and supervision measures and 0 disciplinary sanctions for its practice. In the past three years, employees have been subject to supervision and management measures for practice for 0 times, involving 0 personnel. There is no criminal punishment, administrative punishment and self punishment for practice
(II) project information
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: Sun Xiaowei, who became a CPA in 2000, began to engage in the audit of Listed Companies in 1995 and began to practice in zhongruicheng in 2020. He has not signed the audit report of Listed Companies in recent three years.
Signature certified public accountant 2: Chen Xiumei, who became a certified public accountant in 2015, began to audit listed companies and listed companies in 2016, began to practice in zhongruicheng in 2021, and signed 12 audit reports of Listed Companies in recent three years.
Reviewer of project quality control: Fan Xiaohu, who became a certified public accountant in 1999, began to audit listed companies in 1998, began to practice in zhongruicheng in 2014, and reviewed 2 audit reports of Listed Companies in recent three years. 2. Integrity record
In the past three years, the project partner, the signing certified public accountant and the project quality control reviewer have not been subject to criminal punishment due to their professional behavior, administrative punishment and supervision measures by the CSRC and its dispatched offices, industry competent departments, self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as stock exchanges and industry associations.
3. Independence
There are no circumstances that may affect the independence of zhongruicheng, project partners, signing certified public accountants and project quality control reviewers.
4. Audit fees
The pricing principle of audit fees is mainly determined according to the business responsibility, complexity, work requirements, required working conditions and working hours, as well as the professional knowledge and working experience invested by staff at all levels who actually participate in the business. The board of directors of the company requests the general meeting of shareholders of the company to authorize the management of the company to negotiate with the audit institution to determine relevant audit fees and sign relevant service agreements according to the specific audit requirements and audit scope of the company in 2021.
2、 Description of the performance of the proposed accounting firm
(I) previous accounting firms and audit opinions of the previous year
Tianzhi international, the original audit institution of the company, has provided audit services for the company for many years, and the audit opinion of the previous year is the standard unqualified opinion. 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
The accounting firm originally employed by the company has provided audit services for the company for many years. In order to better ensure the independence, objectivity and fairness of the audit work, after full communication and comprehensive evaluation, and comprehensively considering the company’s development strategy, future business development and audit requirements, The company plans to appoint zhongruicheng Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 for one year.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Tianzhi international on matters related to the change of accounting firm. Tianzhi international has clearly known the change and confirmed that it has no objection. During its tenure as the company’s audit institution, Tianzhi international worked diligently and conscientiously, strictly complied with relevant national laws and regulations, conducted independent audit with a fair and objective attitude, and earnestly fulfilled the responsibilities of the audit institution. The company expresses its sincere thanks to Tianzhi international for its hard work.
Zhongruicheng and Tianzhi international 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 future certified public accountants and other requirements.
3、 Procedures to be performed by the proposed accounting firm
(I) performance of the audit committee
The audit committee of the board of directors of the company communicated with zhongruicheng and fully understood the practice of zhongruicheng. After consulting the relevant qualification certificates, relevant information and integrity records of zhongruicheng, it unanimously recognized the independence, integrity, professional competence and investor protection ability of zhongruicheng. Agree to appoint zhongruicheng as the company’s audit institution in 2021 and agree to submit it to the company’s board of directors for deliberation.
(II) prior approval opinions of independent directors
After verification, zhongruicheng Certified Public Accountants (special general partnership) has the qualification to engage in Securities and futures business. Its audit team is dedicated and cautious, has the experience and ability to provide audit services for listed companies, can provide true and fair audit services for the company, and has sufficient independence, professional competence and investor protection ability, Meet the requirements of the company’s audit in 2021. The company has communicated with the original audit institution Tianzhi International Certified Public Accountants (special general partnership) in advance on matters related to the change of accounting firm, which has confirmed the matter and has no objection. Therefore, we agree to appoint zhongruicheng Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and agree to submit the proposal to the seventh meeting of the Fourth Board of directors for deliberation.
(III) independent opinions of independent directors
After verification, zhongruicheng Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability to meet the requirements of the company’s financial and internal control audit in 2021. The appointment of zhongruicheng certified public accountants as the company’s audit institution in 2021 complies with the requirements of relevant laws and regulations, and there is no situation that damages the interests of listed companies and other shareholders, especially the interests of minority shareholders. The decision-making procedures for the company to appoint zhongruicheng certified public accountants as the company’s audit institution in 2021 comply with the relevant provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules and the articles of association. To sum up, we agree that the company plans to appoint zhongruicheng certified public accountants as the auditor of the company’s 2021 financial report, and submit the proposal to the general meeting of shareholders for deliberation.
(IV) deliberation and voting of the board of directors on the proposal. The company held the seventh meeting of the Fourth Board of directors on February 9, 2022, deliberated and adopted the proposal on changing the accounting firm, agreed to change the annual audit accounting firm, and hired zhongruicheng accounting firm (special general partnership) as the company’s audit institution in 2021 for one year.
(V) opinions of the board of supervisors
After review, the board of supervisors believes that the change of accounting firm complies with relevant laws and regulations and will not affect the audit quality of the company’s financial statements. The relevant review procedures comply with the provisions of laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders. Agree to employ zhongruicheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and submit the proposal to the company’s general meeting of shareholders for deliberation.
(VI) effective date
This matter 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
1. Opinions of the audit committee of the Changsha Jingjia Microelectronics Co.Ltd(300474) board of directors on the renewal of the accounting firm;
2. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 7th Meeting of the 4th board of directors;
3. Resolutions of the Changsha Jingjia Microelectronics Co.Ltd(300474) 6th meeting of the 4th board of supervisors;
4. Prior approval opinions of Changsha Jingjia Microelectronics Co.Ltd(300474) independent directors on matters related to the seventh meeting of the Fourth Board of directors;
5. Independent opinions of Changsha Jingjia Microelectronics Co.Ltd(300474) independent directors on matters related to the seventh meeting of the Fourth Board of directors;
6. Notes on the basic information of the proposed accounting firm.
It is hereby announced.
Changsha Jingjia Microelectronics Co.Ltd(300474) board of directors February 9, 2022
