China Dive Company Limited(300526)
Announcement on replacement of annual audit 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. In 2020, Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianjian”) issued a qualified audit report with significant uncertainty paragraphs related to continuous operation for the company.
2. Name of accounting firm to be employed: Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as “Asia Pacific (Group)”);
3. Name of the originally appointed accounting firm: Tianjian accounting firm (special general partnership);
4. Reasons for changing the accounting firm: the Tianjian team originally employed by the company has provided the company with 2019-2020 annual report audit services. The company recently received the contact letter from Tianjian, The main contents of the letter are “Due to the business development needs of your company, the signing accountants and key team members who provide audit services for your company can not fully meet the requirements of your company in terms of audit time and personnel arrangement. In order to ensure the audit quality and do not affect the timeliness of the company’s audit work and information disclosure, we take the initiative to resign the audit of your company’s annual report in 2021.” In view of the above, the company plans to change the audit organization of the annual report. Upon the proposal of the company’s audit committee and the deliberation and approval of the board of directors, it is agreed to hire Asia Pacific (Group) as the audit institution of the company’s 2021 annual report to provide the company with 2021 annual report 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;
5. 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.
China Dive Company Limited(300526) (hereinafter referred to as “the company”) deliberated and adopted the proposal on replacing the annual audit accounting firm at the 29th meeting of the Fourth Board of directors and the 19th meeting of the Fourth Board of supervisors held on February 16, 2022. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and voting. The details are hereby announced as follows:
1、 Basic information of the proposed accounting firm
(I) institutional information
1. Basic information
Name: Asia Pacific (Group) Certified Public Accountants (special general partnership)
Date of establishment: September 2, 2013
Organizational form: special general partnership
Registered address: floor 20, building 3, yard 16, Lize Road, Fengtai District, Beijing
Chief partner: Zhao Qingjun
At the end of 2020, there were 107 partners, 562 certified public accountants and 413 certified public accountants who signed the audit report of securities service business.
The total audited income in 2020 is 889 million yuan, including 690 million yuan from audit business and 417 million yuan from securities business; In 2020, there were 43 audit clients of listed companies, including 26 in manufacturing, 8 in information transmission software and information technology services, 2 in culture, sports and entertainment, 2 in mining, and 2 in wholesale and retail. The audit fee was 50.17 million yuan, and the company had 26 audit clients of listed companies in the same industry.
2. Investor protection ability
Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as “Asia Pacific (Group)”) has purchased occupational insurance and accrued occupational risk compensation, with a cumulative compensation limit of more than 80 million yuan. The provision of occupational risk fund and the purchase of occupational insurance comply with the provisions of CK [2015] No. 13 and other regulations. In recent three years, there has been no civil liability in civil litigation related to practice.
3. Integrity record
In the past three years (2019-2021), Asia Pacific (Group) has received 0 criminal punishment, 2 administrative punishment, 16 supervision and management measures, 0 self-discipline supervision measures and 0 disciplinary sanctions for practice. In the past three years (from 2019 to 2021), employees have been subject to criminal punishment 0 times, administrative punishment 4 times, supervision and management measures 34 times, self-discipline supervision measures 0 times and disciplinary punishment 0 times for their professional behavior.
(II) project information
1. Basic information
Project partner: Xu Huayan, who became a certified public accountant in 2005, began to engage in the audit of Listed Companies in 2008 and began to practice in the exchange in 2011. He once presided over Jinlongyu Group Co.Ltd(002882) IPO audit and participated in the annual report audit of several listed companies as a partner.
Certified public accountant signing the project: Wang Jun, who became a certified public accountant in 2019 and began to practice in the firm in 2013, has participated in Jinlongyu Group Co.Ltd(002882) IPO audit, CSG annual report audit and other projects; Review 2 audit reports of Listed Companies in recent three years. Reviewer of project quality control: Yu Lei, who became a certified public accountant in 2014, has been engaged in audit business since 2010, began to practice in the Institute in 2014, and began to provide audit services for Jiawei Renewable Energy Co.Ltd(300317) in 2020; Signed or reviewed 2 audit reports of Listed Companies in recent three years.
2. Integrity record
Xu Huayan, the partner of the project, Wang Jun, the certified public accountant who signed the project, and Yu Lei, the reviewer of project quality control, have not been subject to criminal or administrative punishment for practicing in recent three years. See the following table for details of the administrative supervision measures taken by the stock exchange, the CSRC and its dispatched offices, and the self-discipline supervision measures and disciplinary sanctions taken by self-discipline organizations such as industry associations:
Serial number name punishment handling unit reason and punishment handling
Date penalty type
October 2020: Shandong Golden Childhood Co., Ltd
1. On January 20, the audit items of the 2019 annual report of Shandong Bureau of management measures have been rectified as required
3. Independence
Asia Pacific (Group) and the above personnel do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
4. Audit fees
The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to negotiate with Asia Pacific (Group) to determine relevant audit fees according to the specific audit requirements and audit scope of the company and its subsidiaries.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
The audit institution of the company’s 2020 annual report is Tianjian Certified Public Accountants (special general partnership), which provides audit service for the company for 2 years.
In 2020, Tianjian issued a qualified audit report with significant uncertainties related to going concern for the company.
Tianjian has not participated in the preliminary review of the company’s 2021 annual report, and the company has made pre communication with it in the performance forecast.
(II) reasons for the proposed change of accounting firm
The company recently received the contact letter from Tianjian, The main contents of the letter are “Due to the business development needs of your company, the signing accountants and key team members who provide audit services for your company can not fully meet the requirements of your company in terms of audit time and personnel arrangement. In order to ensure the audit quality and do not affect the timeliness of the company’s audit work and information disclosure, we take the initiative to resign the audit of your company’s annual report in 2021.” In view of the above, the company plans to change the audit organization of the annual report. Upon the proposal of the company’s audit committee and the deliberation and approval of the board of directors, it is agreed to hire Asia Pacific (Group) as the audit institution of the company’s 2021 annual report to provide the company with 2021 annual report audit services.
(III) communication between the listed company and previous accounting firms
The company has communicated with the former and subsequent accounting firms in advance on matters related to the change of accounting firm. The former and subsequent accounting firms have clearly known the change and confirmed that they have no objection.
3、 Procedures for replacing the annual audit accounting firm
1. The audit committee of the board of directors of the company has fully understood and reviewed the qualification of Asia Pacific (Group) and believes that it meets the qualification requirements of providing audit services for the company and has the professional ability of audit services. In combination with the actual situation of the company, in terms of independence, professional competence, investor protection ability, etc, The arrangement of auditors of the company can meet the requirements of the company. Agree to appoint Asia Pacific (Group) as the auditor of the company’s 2021 annual report, and submit the proposal to the board of directors for deliberation.
2. The independent directors of the company have expressed their prior approval opinions on the change of accounting firm, and believe that Asia Pacific (Group) has the professional qualification of securities, futures and other related businesses, has the experience and ability to provide audit services for listed companies, and can meet the work requirements of the company’s annual report audit in 2021. They agree to submit it to the meeting of the company’s board of directors for deliberation. 3. The independent directors of the company have expressed independent opinions on the change of accounting firm and believe that Asia Pacific (Group) has the qualification of auditing securities and futures related businesses, has good experience and ability to provide audit services for listed companies, and can meet the requirements of the company’s 2021 annual report audit. The company’s change of accounting firm complies with relevant laws and regulations, and agrees to appoint Asia Pacific (Group) as the auditor of the company’s 2021 annual report. Agree to submit it to the general meeting of shareholders for deliberation.
4. The company held the 29th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors on February 16, 2022, deliberated and adopted the proposal on replacing the annual audit accounting firm, and agreed to hire Asia Pacific (Group) as the audit institution of the company’s 2021 annual report.
5. This change of accounting firm needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 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 29th meeting of the 4th board of directors;
2. Resolutions of the 19th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 29th meeting of the Fourth Board of directors;
4. Independent opinions of independent directors on matters related to the 29th meeting of the Fourth Board of directors.
It is hereby announced.
China Dive Company Limited(300526) board of directors
February 17, 2022
