Securities code: 002211 securities abbreviation: Shanghai Hongda New Material Co.Ltd(002211) Announcement No.: 2022-015 Shanghai Hongda New Material Co.Ltd(002211)
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: Lianda accounting firm (special general partnership) (hereinafter referred to as “Lianda”).
2. Name of the originally appointed accounting firm: Notary Tianye accounting firm (special general partnership) (hereinafter referred to as “notary Tianye”).
3. Reasons for changing the accounting firm: the company has received a notice from the controlling shareholder Jiangsu Weilun Investment Management Co., Ltd. that Jiang suweilun believes that notarial Tianye accounting firm (special general partnership) (hereinafter referred to as “notarial Tianye”) has a long continuous audit period, From the perspective of independence, it is proposed that the company appoint Lianda Certified Public Accountants (special general partnership) as the audit institution of the company in 2021. After receiving the proposal from the controlling shareholder, the company carefully studied and believed that notarial Tianye has provided audit services for our company for more than 10 consecutive years, adhered to the principle of independent audit in the process of practice, and earnestly fulfilled the due responsibilities of the audit institution. In order to continuously ensure the independence, objectivity and fairness of the audit work, and comprehensively consider the risks faced by the company in its business in 2021, as well as the company’s development strategy, business layout, audit needs and other factors, the company plans to hire Lianda Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 to provide audit services for the company, The term of employment is one year.
Shanghai Hongda New Material Co.Ltd(002211) (hereinafter referred to as “the company”) held the 17th meeting of the sixth board of directors on February 16, 2022, deliberated and adopted the proposal on the proposed change of accounting firm, and planned to change the audit institution of the company in 2021 to Lianda. This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation. The details are hereby announced as follows:
1、 Basic information of the accounting firm to be changed
(I) institutional information
1. Basic information.
(1) Organization Name: Lianda Certified Public Accountants (special general partnership)
(2) Date of establishment: October 22, 2013
(3) Organization form: special general partnership accounting firm
(4) Registered address: room 1101, building 210, Ciyunsi Beili, Chaoyang District, Beijing
(5) Chief partner: Huang Jinhui
(6) At the end of 2020, there were 44 partners and 515 certified public accountants, including 207 certified public accountants who signed the audit report of securities service business.
(7) In 2020, the total audited income was 400.9853 million yuan, the audit income was 324.4795 million yuan, and the securities business income was 79.1673 million yuan.
(8) In 2020, there were 23 audit clients of listed companies. The main industries involve computer, communication and other electronic equipment manufacturing; Chemical raw materials and chemical products manufacturing; Pharmaceutical manufacturing; Ferrous metal mining and dressing industry; Power and heat production and supply industry, etc.
2. Investor protection ability.
By the end of 2020, Lianda firm had withdrawn 35.2387 million yuan of occupational risk fund and 50 million yuan of cumulative compensation limit of occupational insurance purchased. The withdrawal of occupational risk fund and purchase of occupational insurance met relevant regulations.
In recent three years (2019-2021), there is no civil liability in civil litigation related to practice behavior.
3. Integrity record.
In recent three years (2019-2021), Lianda firm has been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 1 time, self-discipline supervision measures 1 time and disciplinary punishment 0 times for its practice. In the past three years (2019-2021), employees have been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 0 times and self-discipline supervision measures 0 times for practicing behavior.
(II) project information
1. Basic information.
Project partner to be signed: Cao Zhongzhi, who became a certified public accountant in 1995 and began to engage in the audit of Listed Companies in 1997. He began to practice in the exchange in April 2013 and has signed the audit reports of many listed companies such as Jointo Energy Investment Co.Ltd.Hebei(000600) (000600), Hbis Resources Co.Ltd(000923) (000923), Guizhou Salvage Pharmaceutical Co.Ltd(600227) (600227), Hainan Yatai Industrial Developent Co.Ltd(000691) (000691), Jiangyin Zhongnan Heavy Industries Co.Ltd(002445) (002445) in recent three years (2019-2021).
Certified public accountant to be signed: Wang Haibao, certified public accountant, has been engaged in audit work in Lianda Certified Public Accountants (special general partnership) since 2017. He is now a senior manager and does not work part-time in other units. He has been engaged in securities service business for more than 5 years and has undertaken various professional services such as financial report audit, internal control audit and major asset restructuring audit of listed companies such as Jointo Energy Investment Co.Ltd.Hebei(000600) (000600), Guizhou Salvage Pharmaceutical Co.Ltd(600227) (6000227), Beijing Xiaocheng Technology Stock Co.Ltd(300139) (300139), and has corresponding professional competence.
Proposed quality control reviewer:
Wang Yanling became a certified public accountant in 2002. From 2001 to 2007, he was engaged in audit work in Hebei Renda accounting firm and served as the manager and deputy director of the audit department; From 2007 to 2013, he worked in Zhonglei certified public accountants Co., Ltd. as the manager of the audit department; Wang Yanling has been engaged in the audit of listed companies since 2006 and has been engaged in quality control review in Lianda certified public accountants since 2013. She is now the technical partner and the head of the quality control department. He has many years of experience in securities business quality review, has undertaken annual report audit of 6 listed companies including China Hi-Tech Group Co.Ltd(600730) (600730), Kailuan Energy Chemical Co.Ltd(600997) (600997), Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) (600559), Hebei Sailhero Environmental Protection High-Tech Co.Ltd(300137) (300137) and quality control review of other securities audit business, and has corresponding professional competence.
2. Integrity record.
The project partner to be signed, the certified public accountant to be signed and the quality control reviewer to be signed have not been subject to criminal punishment, administrative punishment, administrative supervision measures and self-discipline supervision measures due to their professional behavior in the past three years (2019-2021).
3. Independence.
The project partner, the signing certified public accountant and the project quality control reviewer do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
4. Audit fees.
The annual audit fee (including the annual control tax) of the company is RMB 1.3 million, including the annual audit fee of RMB 20.21 million. The audit fee is determined according to the professional skills, nature of work and workload required by the accounting firm to provide audit services, based on the required staff, days and the daily charging standard of each staff.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Notary Tianye, the former audit institution of the company, has provided audit services for the company for more than 10 consecutive years. In the work of providing audit services for the company, it can follow the professional standards of independence, objectivity and impartiality, fulfill its duties, provide high-quality audit services for the company and earnestly perform the responsibilities of the audit institution. The type of audit opinion of the company’s financial report in the previous year is standard unqualified opinion, and the audit opinion of the internal control evaluation report is standard unqualified opinion. The company does not entrust notarial Tianye to carry out part of the audit work and then dismiss it.
(II) reasons for the proposed change of accounting firm
The company received a notice from the controlling shareholder Jiangsu Weilun Investment Management Co., Ltd. that Jiangsu Weilun believes that notarial Tianye has a long continuous audit period, and proposes that the company hire Lianda as the company’s audit institution in 2021 from the perspective of independence. After receiving the proposal from the controlling shareholder, the company carefully studied and believed that notarial Tianye has provided audit services for our company for more than 10 consecutive years, adhered to the principle of independent audit in the process of practice, and earnestly fulfilled the due responsibilities of the audit institution. In order to continuously ensure the independence, objectivity and fairness of the audit work, and comprehensively consider the risks faced by the company in the business carried out in 2021, as well as the company’s development strategy, business layout, audit needs and other factors, the company plans to hire leanda as the company’s audit institution in 2021 to provide audit services for the company for a period of one year.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with notary Tianye and Lianda on the replacement of the annual audit institution, and all parties have clearly known the matter and expressed no objection. Notarial Tianye and Lianda will do a good job of communication and cooperation in accordance with the requirements of China Auditing Standards for certified public accountants No. 1153 – communication between former certified public accountants and subsequent certified public accountants. The board of directors of the company expressed heartfelt thanks to notary Tianye for his hard work and good service during his tenure as the audit institution of the company.
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 fully understood the practice of Lianda. After consulting the relevant qualification certificates, relevant information and integrity records of Lianda, it unanimously recognized the independence, professional competence and investor protection ability of Lianda, and agreed to propose to the board of directors to hire Lianda as the audit institution of the company in 2021.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinion: after verification, Lianda has relevant audit qualification, sufficient independence, professional competence and investor protection ability, and meets the conditions and requirements for the company to hire an accounting firm. The proposed change of accounting firm is a reasonable change based on the business development and audit needs of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. In conclusion, the independent directors agreed to submit the proposal on the proposed change of accounting firm to the 17th extraordinary meeting of the sixth board of directors of the company for deliberation.
2. Independent opinion: Lianda has the professional ability, qualification and audit qualification to provide audit services for the company, has the due independence and investor protection ability, has no bad records, and can meet the requirements of the company’s audit work. The company has fully communicated with the previous and subsequent accounting firms on the replacement of the annual audit institution, and all parties have no objection. The review procedure of the company’s proposed change of accounting firm complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. In conclusion, the independent directors agreed to appoint Lianda as the company’s audit institution in 2021, and agreed that the board of directors would submit the proposal to the company’s general meeting of shareholders for deliberation.
(III) deliberation and voting of proposals by the board of directors
At the 17th meeting of the 6th board of directors of the company, the proposal on the proposed change of accounting firm was deliberated and adopted with 5 votes in favor, 0 against and 0 abstention, and it was agreed to hire Lianda as the company’s audit institution in 2021 for a period of one year.
(IV) effective date
This change of accounting firm needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and effective from the date of deliberation and approval by the general meeting of shareholders of the company.
4、 Filing documents
(I) resolutions of the 17th meeting of the 6th board of directors of the company;
(II) supporting documents on the performance of the Audit Committee;
(III) prior approval opinions and independent opinions of independent directors on matters related to the 17th meeting of the sixth board of directors;
(IV) explanation on the basic information of the proposed accounting firm.
It is hereby announced.
Shanghai Hongda New Material Co.Ltd(002211)
Board of directors
February 17, 2022
