Securities code: 002781 securities abbreviation: Shenzhen Qixin Group Co.Ltd(002781) Announcement No.: 2022-008 Jiangxi Qixin Group Co., Ltd
Announcement on the proposed change of audit institution in 2021
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: Tianzhi international accounting firm (special general partnership) (hereinafter referred to as "Tianzhi international");
2. Name of the original accounting firm: ZTE caiguanghua accounting firm (special general partnership) (hereinafter referred to as "ZTE caiguanghua");
3. Reasons for changing the accounting firm:
Due to the heavy audit task and difficult personnel transfer of ZTE caiguanghua, in view of the tight time, in order to better complete the 2021 audit of Jiangxi Qixin Group Co., Ltd. (hereinafter referred to as "the company") and ensure the timely disclosure of the company's 2021 annual report, and in view of the fact that Tianzhi international is familiar with the company's business, The company plans to employ Tianzhi international as the company's audit institution in 2021 to provide audit services for the company for one year. The company has fully communicated with ZTE caiguanghua on the proposed change of accounting firm, and ZTE caiguanghua confirms that it has no objection.
4. The audit committee, independent directors and the board of directors of the company have no objection to the proposed change of accounting firm. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
The company held the 24th Meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors on February 16, 2022, deliberated and adopted the proposal on the proposed change of audit institution in 2021. The change of accounting firm needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Basic information of the audit institution to be changed in 2021
(I) institutional information
1. Basic information
Founded in December 1988 and headquartered in Beijing, Tianzhi international 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, whose registered address is area A-1 and a-5, building 68, No. 19, Chegongzhuang West Road, Haidian District, Beijing. The organizational form is special general partnership.
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, And one of the accounting firms that have obtained the security and confidentiality qualification of military secret related business consulting services and other national highest professional qualifications for qualification management, and are registered with PCAOB in the United States. Tianzhi international has been engaged in securities service business for more than 20 years.
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.
In 2020, the total audited revenue of Tianzhi international was 2.228 billion yuan, the audit revenue was 1.693 billion yuan and the securities business revenue 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, power, heat, gas and water production and supply, transportation, warehousing and postal services, real estate, etc. the total audit fees were 207 million yuan, and the company had 4 audit clients of Listed Companies in the same industry.
2. 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 recent three years (from 2019, 2020, 2021 and the beginning of 2022 to the date of this announcement, the same below), Tianzhi international has not borne civil liability in relevant civil proceedings due to its practice.
3. Integrity record
In the past three years, Tianzhi international has received 0 criminal punishment, 0 administrative punishment, 7 Supervision and management measures, 0 self-discipline supervision measures and 0 disciplinary sanctions for its practice. In the past six years, 16 practitioners have not been punished due to criminal acts and self-discipline measures.
(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 signature certified public accountant 1: Qu Xianfu, who became a certified public accountant in 1997, began to engage in the audit of Listed Companies in 2002, began to practice in the exchange in 1998, began to provide audit services for the company in 2021, signed at least 10 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: Wang Haodong, who became a certified public accountant in 2008, began to engage in the audit of Listed Companies in 2007, began to practice in the exchange in 2007, began to provide audit services for the company in 2018, signed 0 audit reports of Listed Companies in recent three years, and reviewed more than 15 audit reports of Listed Companies in recent three years. Reviewer of project quality control: Xiang Fangyun, who became a certified public accountant in 2007, began to engage in the audit of Listed Companies in 2005, began to practice in the exchange in 1999, began to provide audit services for the company in 2022, signed 9 audit reports of Listed Companies in recent three years and reviewed 0 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 Tianzhi international, project partners, signing certified public accountants and project quality control reviewers.
(III) audit fees
The audit service charge of Tianzhi international is 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.
In 2020, Tianzhi International provided the company with financial reports, and the audit fee was 800000 yuan. The general meeting of shareholders of the company authorizes the management of the company to determine the relevant audit fees through consultation with Tianzhi international according to the specific audit requirements and audit scope of the company in 2021.
2、 Description of the proposed change of the audit institution in 2021
(I) previous accounting firms and audit opinions of the previous year
The company held the 22nd Meeting of the Fourth Board of directors and the fourth extraordinary general meeting of shareholders in 2021 on December 9, 2021 and December 27, 2021 respectively, deliberated and approved the proposal on the appointment of 2021 audit institution, and appointed ZTE Caiguang Huawei's 2021 audit institution. 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 ZTE Caiguang Huawei's audit institution in 2021.
In 2020, Tianzhi international issued a standard unqualified audit report on the company.
(II) reasons for the proposed change of accounting firm
Due to the heavy audit task and difficult personnel transfer of ZTE caiguanghua, in view of the tight time, in order to better complete the company's 2021 audit and ensure the timely disclosure of the company's 2021 annual report, and in view of the fact that Tianzhi international is familiar with the company's business, after friendly negotiation with ZTE caiguanghua and deliberation and approval of the audit committee of the board of directors, The company plans to employ Tianzhi international as the company's audit institution in 2021 to provide audit services for the company for one year.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Tianzhi international and ZTE caiguanghua on the proposed change of the audit institution in 2021, and all parties have confirmed that they have reached an agreement on this change. The previous and subsequent accounting firms will actively communicate and do a good job in the follow-up work 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、 To change the approval procedures performed by the accounting firm
(I) performance of the audit committee
The 12th meeting of the audit committee of the Fourth Board of directors of the company deliberated and adopted the proposal on the proposed change of the audit institution in 2021. After reviewing the relevant materials, the Audit Committee believes that Tianzhi international meets the qualification requirements for providing audit services for the company and has the independence, professional competence and investor protection ability of audit. Therefore, it agrees to propose to change Tianzhi international as the audit institution of the company in 2021 to the board of directors and submit the proposal to the board of directors for deliberation.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinion
The proposed change of accounting firm is due to the heavy audit task of ZTE caiguanghua and the difficulty of personnel transfer. After careful examination of personnel and time arrangement, in order to better complete the company's 2021 annual audit and ensure the timely disclosure of the company's 2021 annual report, in view of the fact that Tianzhi International is familiar with the company's business, The company plans to employ Tianzhi international as the audit institution of the company in 2021.
After verification, Tianzhi international has the relevant audit qualification for securities and futures business, has the experience and ability to provide audit services for listed companies, has sufficient independence, professional competence and investor protection ability, can meet the requirements of the company's financial audit and internal control audit, and can audit the company's financial and internal control independently, The proposed change of the audit institution in 2021 does not damage the rights and interests of the company and minority shareholders.
Therefore, we agree to submit the proposal on the proposed change of audit institution in 2021 to the 24th Meeting of the Fourth Board of directors for deliberation.
2. Independent opinion
After verification, Tianzhi international has the relevant audit qualification for securities and futures business, has the experience and ability to provide audit services for listed companies, can independently audit the company's finance and internal control, is familiar with the company's business development, can better complete the company's annual audit in 2021 and effectively ensure the quality of the company's audit work, It is conducive to protecting the interests of listed companies and shareholders. The reasons for the company's proposed change of audit institution are appropriate, and the review procedures comply with the relevant provisions of relevant laws and regulations.
To sum up, we agree to change Tianzhi international as the company's audit institution in 2021, with an employment period of one year, and submit it to the company's first extraordinary general meeting in 2022 for deliberation.
(III) deliberation and voting of proposals by the board of directors
The company held the 24th Meeting of the 4th board of directors on February 16, 2022, and approved the proposal on the proposed change of the audit institution in 2021 by unanimous vote. It agreed that the company would hire Tianzhi international as the company's audit institution in 2021 for one year.
(IV) effective date
The change of audit institution 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. Resolution of the 24th Meeting of the 4th board of directors
2. Resolution of the 12th meeting of the audit committee of the 4th board of directors
3. Resolution of the 17th meeting of the 4th board of supervisors
4. Prior approval opinions of independent directors on matters related to the resolutions of the 24th Meeting of the Fourth Board of directors
5. Independent opinions of independent directors on matters related to the resolutions of the 24th Meeting of the 4th board of directors 6. Business license of Tianzhi International Certified Public Accountants (special general partnership), information and contact information of the main person in charge and the contact person of the regulatory business, and the signature of the certified public accountant's identity card, practice license and contact information responsible for the specific audit business.
It is hereby announced.
Board of directors of Jiangxi Qixin Group Co., Ltd. February 17, 2022
