Securities abbreviation: Zjbc Information Technology Co.Ltd(000889) securities code: 000889 Announcement No.: 2022-09 Zjbc Information Technology Co.Ltd(000889)
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. Name of the accounting firm to be employed: Unitech Zhenqing accounting firm (special general partnership) (hereinafter referred to as “Unitech Zhenqing”);
2. Name of the original accounting firm: Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as “Asia Pacific (Group)”);
3. Reasons for changing the accounting firm: the Asia Pacific (Group) team originally employed by the company has provided audit services for the company for many years. In order to ensure the independence and objectivity of the company’s audit work, and comprehensively consider the actual situation such as the company’s business development and audit service demand, the company plans to hire Unocal Zhenqing as the company’s audit institution in 2021, Provide the company with 2021 financial statements and internal control audit services. The company has communicated with the previous and subsequent accounting firms on 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, independent directors and the board of directors of the company have no objection to the proposed replacement of the accounting firm. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
Zjbc Information Technology Co.Ltd(000889) (hereinafter referred to as “the company”) held the first meeting of the eighth board of directors in 2022 on February 11, 2022, deliberated and approved the proposal on the proposed change of accounting firm, and proposed to appoint younita Zhenqing accounting firm (special general partnership) as the company’s audit institution in 2021. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of the accounting firm to be changed
(I) institutional information
1. Basic information
Name of special partnership: Zhentai Youqing
Date of establishment: July 9, 2020
Organizational form: special general partnership
Registered address: No. 20, Shangqing Road, Shibei District, Qingdao, Shandong
Chief partner: Gu xufen
At the end of 2021, there were 42 partners, 181 certified public accountants and 12 certified public accountants who signed the audit report of securities service business.
In 2020, the total audited income was 76.5985 million yuan, the audit business income was 52.3788 million yuan and the securities business income was 0 million yuan.
In 2021, the number of audit clients of listed companies was 1, and the main industries (including 1 wholesale and retail). The company has 0 audit clients of Listed Companies in the same industry, and the audit fee of listed companies is 700000 yuan.
In 2021, the number of audit clients of listed companies was 10, and the audit fee of Listed Companies in 2021 was 2.3 million yuan. 2. Investor protection ability
By the end of 2020, Unocal Zhenqing has accrued 22.9092 million yuan of occupational risk fund, and the cumulative compensation limit of occupational insurance purchased is 5 million yuan. The occupational risk fund mentioned that the purchase of occupational insurance complies with relevant regulations.
Unitech Zhenqing has not undertaken civil liability in civil litigation related to practice in recent three years.
3. Integrity record
Unitech Zhenqing has not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions for practice in recent three years. In recent three years, employees have not been subject to criminal punishment, administrative punishment, supervision and management measures and self-discipline supervision measures due to their practice behavior.
(II) project information
1. Basic information.
Project partner: Li Li, who became a certified public accountant in 1997, began to engage in the audit of Listed Companies in 1999, and began to practice in Unitech Zhenqing in 2021, providing audit services for the company for the first time; Seven audit reports of listed companies signed or reviewed in recent three years. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
Signed certified public accountant: Ma Yan, who became a certified public accountant in 2003, began to engage in the audit of Listed Companies in 2003, and began to practice in younita Zhenqing in 2021, providing audit services for the company for the first time; Five audit reports of listed companies signed or reviewed in recent three years. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence. Reviewer of project quality control: Chen Shengyu, who became a certified public accountant in 1995, began to engage in the audit of Listed Companies in 2008 and began to practice in Unitech Zhenqing in 2020, providing audit services for the company for the first time; Five audit reports of listed companies and listed companies have been signed or reviewed in recent three years. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
2. Integrity record
In the past three years, the above project partners, signed certified public accountants and project quality control reviewers 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, or 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 Unitech Zhenqing Certified Public Accountants (special general partnership), project partners, signed certified public accountants and project quality control reviewers.
4. Audit fees
The company plans to appoint younita Zhenqing as the audit institution of the company’s financial statements and internal control in 2021. The audit fees will be determined through consultation according to the fair and reasonable pricing principle of the market and the nature and complexity of audit services. The total audit service fee of the company in the previous year was 1.4 million yuan (including tax, including internal control audit fee of 500000 yuan), and the total audit service fee in the current period was 1.5 million yuan (including tax, including internal control audit fee of 500000 yuan).
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Asia Pacific (Group) has provided audit services for the company for three consecutive years and issued a standard unqualified audit report for the company in 2020.
The company has entrusted the former accounting firm to participate in the preliminary review of some annual reports. After friendly negotiation between the two sides, the company plans to no longer employ Asia Pacific (Group) as the audit institution of the company in 2021.
(II) reasons for the proposed change of accounting firm
Asia Pacific (Group) has provided audit services for the company for many consecutive years. In order to ensure the independence and objectivity of the company’s audit work, and comprehensively consider the actual situation of the company’s future business development and audit service demand, after comprehensive evaluation and careful research, the company plans to hire Unocal Zhenqing as the company’s audit institution in 2021, Provide the company with 2021 financial statements and internal control audit services for one year.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Asia Pacific (Group) and Unitech Zhenqing on the change of accounting firm, and 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.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of the audit committee
The audit committee of the board of directors of the company has fully understood the practice, professional qualification and integrity of Unocal Zhenqing, reviewed Unocal Zhenqing’s independence, professional competence, investor protection ability and the appropriateness of the company’s reasons for changing the accounting firm, and believes that Unocal Zhenqing has rich audit experience in listed companies, It has the professional ability and qualification to provide audit services for the company and can meet the audit needs of the company. This change of accounting firm is the process of the company changing and determining the annual audit accounting firm, following the necessary procedures, taking into account the independence and objectivity of the audit business and the needs of future business development and audit work. Therefore, it is agreed and proposed that the board of directors of the company employ Unitech Zhenqing as the audit institution of the company in 2021 to provide audit services for the company’s financial statements and internal control in 2021.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinion
After checking the relevant information of Unitech Zhenqing, we believe that Unitech Zhenqing has the qualification of securities and futures related business, has the experience and ability to provide audit services for listed companies, meets the independence requirements of relevant independence policies and professional codes, is in good faith and has the ability to protect investors. The change of the accounting firm will not affect the independence of the company’s audit work and will not damage the interests of the company and shareholders. The company has fully communicated with the original audit institution on the matter of changing the accounting firm in advance, and the original audit institution has confirmed that there is no objection to the matter. Therefore, it is unanimously agreed to submit the matter of changing the accounting firm to the board of directors of the company for deliberation.
2. Independent opinion
After verification, Unitech Zhenqing has sufficient independence and necessary professional competence to complete the annual audit, and can meet the requirements of the company’s financial and internal control audit in 2021. The appointment of younita Zhenqing as the company’s 2021 financial statement and internal control audit institution complies with the requirements of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders. The decision to change the accounting firm was made by the company after comprehensive consideration of the business development and the demand for audit services. The reasons are legitimate, and the deliberation procedures for changing the accounting firm comply with the relevant laws, regulations, normative documents and the articles of association. Therefore, we unanimously agree that the company will change Unitech Zhenqing as the company’s audit institution in 2021, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
(III) deliberation and voting of proposals by the board of directors
The company held the first meeting of the eighth board of directors in 2022 on February 11, 2022, deliberated and adopted the proposal on the proposed change of accounting firm with 7 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to hire younita Zhenqing as the company’s audit institution in 2021.
(IV) effective date
This change of 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
1. Resolutions of the first meeting of the eighth board of directors in 2022;
2. Resolutions of the audit committee of the board of directors;
4. The business license of Unocal Zhenqing to be employed, the information and contact information of its main person in charge and the contact person of regulatory business; The identity certificate, practice license and contact information of the certified public accountant to be responsible for the specific audit business. It is hereby announced.
Zjbc Information Technology Co.Ltd(000889) board of directors February 14, 2022
