Securities code: 300178 securities abbreviation: * ST tengbang Announcement No.: 2022-022 Tempus Global Business Service Group Holding Ltd(300178)
Announcement on 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: Pengsheng accounting firm (special general partnership) (hereinafter referred to as "Pengsheng accounting firm");
2. Name of the original accounting firm: Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as "Asia Pacific accounting firm");
3. The company's financial statements in 2020 were audited by Asia Pacific Certified Public Accountants, which could not express an opinion (yksz (2021) No. 01220043). The company actively took corresponding and effective measures to eliminate the matters involved in the unable opinion as soon as possible and safeguard the interests of the company, all shareholders, especially small and medium-sized shareholders;
4. Objection of former accountant: no objection;
5. Reasons for changing the accounting firm: comprehensively consider the company's future business development and audit needs, and timely and effectively communicate in order to ensure the smooth progress of the audit work. The audit committee of the board of Directors proposes to employ Pengsheng certified public accountants as the audit institution of the company in 2021;
6. 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 and approval.
1、 Basic information of the accounting firm to be changed
(I) institutional information
1. Basic information
(1) Organization Name: Pengsheng Certified Public Accountants (special general partnership)
(2) Organization form: special general partnership
(3) Date of establishment: January 11, 2005
(4) Registered address: 2101, 21st floor, Tongxin building, No. 5020 Binhe Avenue, Fushan community, Futian street, Futian District, Shenzhen
(5) Contact: 0755-83249959
(6) Chief partner: Yang Buxiang
(7) As of December 31, 2021, the number of partners is 70
(8) As of December 31, 2021, the number of Certified Public Accountants is 344. Among them, 82 certified public accountants have signed the audit report of securities service business
(9) Total income from audited business in 2021: 206.021 million yuan
(10) Audit revenue in 2021: 144.2198 million yuan
(11) Securities business income in 2021: RMB 11.8363 million
(12) Number of audit clients of Listed Companies in 2021: 2
(13) Number of audit clients of Listed Companies in 2021: 21
(14) Top five major industries of audit clients of Listed Companies in 2021:
Industry code industry category
C-21 manufacturing
I-63 information transmission, software and information technology services
(15) Top five major industries of audit clients of Listed Companies in 2021:
Industry code industry category
C-35 manufacturing
C-39 manufacturing
I-65 information transmission, software and information technology services
N-77 water conservancy, environment and public facilities management industry
M-74 scientific research and technical services
(16) Total annual report audit fees of Listed Companies in 2021: 3.29 million yuan
(17) Audit fees of Listed Companies in 2021: 3.097 million yuan
(18) Number of audit clients of Listed Companies in the same industry in 2021: 0
(19) Number of audit clients of the company's Listed Companies in the same industry in 2021: 0
2. Investor protection ability
(1) Amount of occupational risk fund at the end of 2021: 14.9078 million yuan
(2) Cumulative compensation limit of professional liability insurance: 30 million yuan
(3) The withdrawal of occupational risk fund or the purchase of occupational insurance comply with relevant regulations
(4) Civil liability in civil litigation related to practice in recent three years: None
3. Integrity record
Pengsheng certified public accountants has not been subject to criminal punishment or administrative punishment for its practice in recent three years, and the administrative supervision measures and self-discipline supervision measures have been well implemented.
4. Filing information
On November 2, 2020, China Securities Regulatory Commission issued the list of accounting firms engaged in securities services and basic information (as of October 10, 2020). Pengsheng Certified Public Accountants (special general partnership) (hereinafter referred to as "Pengsheng certified public accountants") officially passed the filing of China Securities Regulatory Commission and obtained the qualification of accounting firms engaged in securities services, For details, please refer to the relevant information publicized by the CSRC: (website: http://www.c
(II) project information
1. Basic information
(1) Project partner: Li Xun, who became a certified public accountant in April 2015, began to audit listed companies and listed companies in February 2016, and has been practicing in Pengsheng certified public accountants since 2021; In recent three years, one listed company has signed an audit report.
(2) Signature certified public accountant: Chen Haiqiang, who obtained the qualification of Chinese certified public accountant in 2014 and began to engage in audit related business services of Listed Companies in 2011. He has been practicing in Pengsheng certified public accountants since 2021. Signed or reviewed the audit reports of two listed companies in the past three years.
(3) Reviewer of project quality control: Chen Youliang, who became a certified public accountant in December 1998, has been engaged in the audit of listed companies and listed companies since January 2012, and has been practicing in Pengsheng certified public accountants since September 2020. He has reviewed the audit reports of many listed companies or listed companies in recent three years.
2. Integrity record
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 in the past three years (the last three complete natural years and the current year), have not been subject to the administrative punishment and supervision measures of the CSRC, its dispatched offices and industry competent departments, and have not been subject to the self-discipline supervision measures of securities trading places, industry associations and other self-discipline organizations Disciplinary action.
3. Independence
Pengsheng certified public accountants, 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, and can maintain their independence in the audit of the project.
4. Audit fees
The audit fee is mainly based on the responsibility of professional services and the degree of professional technology investment, taking into account the experience and level of employees involved in the work, the corresponding charging rate and the working hours invested. The company held the 13th (Interim) meeting of the 5th board of directors on February 18, 2022, which deliberated and approved the proposal on the proposed change of accounting firm. The board of directors agreed to employ Pengsheng accounting firm as the audit institution of the company in 2021, which will take effect from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022. Meanwhile, the board of directors requested the general meeting of shareholders to authorize the management of the company to determine matters related to audit fees according to the audit workload and market price level in 2021. The company will sign a business contract with Pengsheng certified public accountants. The management of the company will determine matters related to audit fees according to the audit workload and market price level in 2021, which is expected to not exceed 3 million yuan in 2020.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Name of former accounting firm: Asia Pacific (Group) accounting firm (special general partnership)
Audit service years provided: 1 year
Audit opinion type of last year: unable to express opinions
There is no dismissal of the former accounting firm after the former accounting firm has been entrusted to carry out some audit work.
(II) reasons for the proposed change of accounting firm
Comprehensively consider the company's future business development and audit needs, and timely and effectively communicate in order to ensure the smooth progress of audit work. The audit committee of the board of Directors proposes to employ Pengsheng certified public accountants as the audit institution of the company in 2021. The board of directors of the company expressed heartfelt thanks to Asia Pacific accounting firm for its hard work.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Asia Pacific accounting firm and Pengsheng accounting firm on the change of accounting firm, and all parties have confirmed that they have reached an agreement on the change. The previous and subsequent accounting firms will communicate and cooperate with each other in accordance with the relevant provisions of the auditing standards for Chinese certified public accountants No. 1153 - communication between former certified public accountants and subsequent certified public accountants.
3、 Procedures to be performed by the accounting firm to be changed
(I) deliberation and voting of proposals by the board of directors
The company held the 13th (Interim) meeting of the 5th board of directors on February 18, 2022, and deliberated and adopted the proposal on the proposed change of accounting firm. The voting was: 6 in favor, 0 abstention and 0 against.
The board of directors agreed to employ Pengsheng certified public accountants as the audit institution of the company in 2021, which will take effect from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022. The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) performance of the audit committee
The company held the fifth (emergency) meeting of the audit committee of the Fifth Board of directors on February 17, 2022, and deliberated and adopted the proposal on the proposed change of accounting firm. The company's change of accounting firm can promote the third-party institution to perform its functions of diligence and responsibility, ensure the independence and objectivity of audit work, and meet the needs of the company's business development and future audit. The audit committee of the company reviewed the relevant qualification certificates, relevant information and integrity records of Pengsheng certified public accountants, recognized the independence, professional competence and investor protection ability of Pengsheng certified public accountants, agreed to appoint Pengsheng certified public accountants as the audit institution of the company in 2021, and agreed to submit it to the board of directors for deliberation.
(III) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
Pengsheng certified public accountants is qualified as an accounting firm engaged in securities services, has the ability to provide audit services for listed companies, and can meet the requirements of the company's annual audit in 2021. The company plans to employ Pengsheng certified public accountants as the company's audit institution in 2021. The review procedures comply with relevant laws and regulations, rules and regulations and the articles of association, and there is no damage to the interests of the company, its shareholders, especially small and medium-sized shareholders. The independent directors unanimously agreed that the company would hire Pengsheng certified public accountants as the audit institution of the company in 2021, and agreed to submit the proposal to the 13th (Interim) meeting of the Fifth Board of directors for deliberation.
2. Independent opinions of independent directors
Pengsheng certified public accountants is qualified as an accounting firm engaged in securities services, has the ability to provide audit services for listed companies, and can meet the requirements of the company's annual audit in 2021. The company plans to employ Pengsheng certified public accountants as the company's audit institution in 2021. The review procedures comply with relevant laws and regulations, rules and regulations and the articles of association, and there is no damage to the interests of the company, its shareholders, especially small and medium-sized shareholders. The independent directors unanimously agreed that the company would employ Pengsheng certified public accountants as the audit institution of the company in 2021, and agreed to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) effective date
The proposal on the proposed change of accounting firm needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, which 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 13th (Interim) meeting of the 5th board of directors;
2. Resolutions of the fifth (emergency) meeting of the audit committee of the Fifth Board of directors;
3. Prior approval opinions of independent directors on matters related to the 13th (Interim) meeting of the Fifth Board of directors of the company;
4. Independent opinions of independent directors on matters related to the 13th (Interim) meeting of the Fifth Board of directors of the company;
5. Description of the accounting firm to be changed on its basic information.
It is hereby announced.
Tempus Global Business Service Group Holding Ltd(300178) board of directors
February 19, 2022
