Announcement on proposed appointment of accounting firm: 002770}

Securities code: 002770 securities abbreviation: * ST Cody Announcement No.: 2022-013 Henan Kedi Dairy Co.Ltd(002770)

Announcement on the proposed appointment 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: Zhejiang Tianping accounting firm (special general partnership) (hereinafter referred to as “Tianping firm”);

2. Name of the original accounting firm: Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as “Asia Pacific firm”)

3. Reasons for not renewing the appointment of the original accounting firm: in view of the reasons of Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as “the company”) the original audit institution Asia Pacific firm and the planning and arrangement of annual audit tasks, the company will not renew the appointment of Asia Pacific firm as the financial and internal control audit institution of 2021. The company plans to appoint Tianping firm as the audit institution of the company in 2021 for one year. The company has communicated with the former audit institution Asia Pacific firm on the appointment of the accounting firm, and the Asia Pacific firm has made it clear that it is aware of the matter and confirmed that it has no objection.

4. The type of audit opinion of the company in 2020 is an audit report that cannot express an opinion.

The company held the 15th meeting of the 4th board of directors on February 21, 2022, deliberated and approved the proposal on the proposed appointment of accounting firm, and agreed to appoint Tianping firm as the company’s financial and internal control audit institution in 2021 for one year. The proposal needs to be submitted to the general meeting of shareholders for deliberation. Relevant matters are hereby announced as follows:

1、 Basic information of the accounting firm to be employed

(1) Institutional information

1. Basic information

Firm name: Zhejiang Tianping Certified Public Accountants (special general partnership)

Unified social credit Code: 91330000ma27u05291

Executive partner: Ding Tianfang

Date of establishment: March 3, 1999

Organizational form: special partnership;

Place of business: floor 10, building 9, beichengtiandi business center, No. 567 Huzhou street, Gongshu District, Hangzhou

Business scope: accounting audit, audit, verification and other audit, accounting business, accounting consulting, management consulting, tax consulting, agent accounting bookkeeping, training services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)

Professional qualification: it was established in March 1999 with the approval of Zhejiang Provincial Department of finance. On December 27, 2016, Zhejiang Tianping certified public accountants Co., Ltd. was restructured into Zhejiang Tianping Certified Public Accountants (special general partnership) with the approval of Zhejiang Provincial Department of finance “zck (2016) No. 39”, and obtained the practice certificate of Certified Public Accountants; On December 27, 2020, it passed the filing of accounting firms engaged in securities service business by the Ministry of Finance and the CSRC.

2. Personnel information

The executive partner of Tianping law firm is Ding Tianfang. Tianping office is a comprehensive professional service organization of accounting and auditing, with a united, realistic, honest, diligent and efficient management team, and a large number of industry leaders with professional theoretical knowledge, rich practical experience, high professional quality and excellent professional ethics. At present, there are more than 300 senior, intermediate and assistant professionals, including 129 certified public accountants, 26 certified asset appraisers and 10 certified tax agents.

3. Business scale

The total business income of Tianping office in 2021 was 91.27 million yuan, including 64.63 million yuan from audit business and 283000 yuan from securities business. In recent years, Tianping office has undertaken the annual financial statement audit and special audit of six listed companies; The clients of the firm are involved in manufacturing, commodity circulation, posts and telecommunications, finance, medicine, real estate, electric power and other industries. Tianping firm has audit experience in the industry where the company is located.

4. Investor protection ability

The accumulated compensation limit of occupational insurance purchased by Tianping office is 20 million yuan, which can bear the civil compensation liability caused by audit failure and has the ability to protect investors.

5. Integrity record

Since its establishment, Tianping firm has not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions due to its practice behavior, and has not been filed for investigation. In recent three years, employees have not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions due to their practice behavior, and have not been filed for investigation.

(2) Project information

1. Basic information

Certified public accountant to be signed: Qin zhenbi, executive partner, certified public accountant, engaged in securities service business for 11 years. He became a certified public accountant on July 10, 2012. He began to engage in securities business in December 2010 and began to practice in Zhejiang Tianping Certified Public Accountants (special partnership) in February 2018. He is now the executive partner of Zhejiang Tianping Certified Public Accountants (special partnership). During his employment, he has provided securities services such as third board application audit, annual report audit of listed companies and merger and reorganization audit for many enterprises. He has experience in securities services and has corresponding professional competence. Mr. Qin zhenbi has not been subject to other administrative penalties and regulatory measures by the securities regulatory department. No part-time job.

Certified public accountant to be signed: Zhang Guozhu, certified public accountant, began to engage in audit business in July 2009, became a certified public accountant for the first time on April 14, 2015, began to engage in securities business in October 2010 and began to practice in Tianping firm in December 2021. During his career, he has provided many enterprises with securities services such as annual report audit, investment and management of companies to be listed, and has been engaged in securities related business. He has securities service business experience and corresponding professional competence.

Proposed quality control reviewer: Yan rushou, certified public accountant, engaged in securities service business for 5 years. He became a certified public accountant on February 19, 1998. He began to engage in the audit of Listed Companies in July 2008 and began to practice in Zhejiang Tianping Certified Public Accountants (special general partnership) in August 2013. During his practice, he provided securities services such as declaration audit, annual report audit and merger and reorganization audit for many listed companies. Mr. Yan rushou has not been subject to other administrative penalties and regulatory measures by the securities regulatory department. No part-time job.

2. Integrity record

The project partners, signed certified public accountants and project quality control reviewers have not been subject to criminal punishment, administrative punishment, supervision and management measures of the CSRC, its dispatched offices and industry competent departments, and self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as securities trading places and industry associations in recent three years.

3. Independence

The employees of Tianping firm, project partners, signing certified public accountants and project quality control reviewers are independent of the auditee, do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants, and have no bad faith records.

4. Audit fees

The annual audit fee in 2021 is RMB 1.8 million (including annual financial audit fee and annual internal control audit fee). The audit fee of this period is determined with the accounting firm considering the business scale and expected audit workload of the company.

2、 Description of the proposed change of accounting firm

(I) previous accounting firms and audit opinions of the previous year

The company’s original accounting firm, Asia Pacific firm, has provided audit services for the company for 10 years. The company expresses its sincere thanks to Asia Pacific for the audit services provided to the company. Asia Pacific firm issued a non-standard opinion audit report for the company in 2020. The company has not been dismissed after entrusting the former accounting firm to carry out some audit work.

(II) reasons for not renewing the original accounting firm

In view of the company’s original accounting affairs Asia Pacific firm’s own reasons and the planning and arrangement of annual audit tasks, the company will not renew the appointment of Asia Pacific firm as the financial and internal control audit institution in 2021.

(III) communication between the company and previous accounting firms

The company has communicated with the former audit institution Asia Pacific firm on the appointment of the accounting firm, and the Asia Pacific firm has made it clear that it is aware of the matter and confirmed that it has no objection. Tianping firm has communicated with the former audit institution of the company, Asia Pacific firm, in accordance with relevant regulations.

3、 Procedures to be performed by the proposed accounting firm

1. Performance of audit committee

The audit committee of the board of directors of the company has fully understood and reviewed the professional competence, investor protection ability, independence and integrity of Tianping firm, and believes that it has the qualification to engage in securities business, can meet the annual audit needs of the company and has the ability to protect investors. The audit committee of the board of directors of the company unanimously agreed to propose to appoint Tianping firm as the financial and internal control audit institution of the company in 2021 and submit it to the board of directors and the general meeting of shareholders for deliberation.

2. Prior approval and independent opinions of independent directors

(1) Prior approval opinion: before convening the board of directors to consider the relevant proposal on the appointment of audit institutions, we carefully reviewed the relevant qualifications, institutions, personnel, business, practice, integrity records and other information of Tianping firm, and inquired and discussed with the board of directors and management of the company on relevant matters. We believe that Tianping firm has the qualification to engage in securities business, the ability to provide audit services for listed companies, the ability to protect investors and the ability to provide fair audit services for the company. Therefore, we agree to submit the proposal to the 15th meeting of the Fourth Board of directors for deliberation.

(2) Independent opinion: the balance firm to be employed by the company has the qualification to engage in securities business, the ability to provide audit services for listed companies, the ability to protect investors, and the ability to provide fair audit services for the company. The deliberation procedures of the board of directors comply with the relevant provisions of relevant laws and regulations. Agree to appoint Tianping firm as the financial and internal control audit institution of the company in 2021, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.

3. Deliberation procedures and voting

(1) The company held the 15th meeting of the 4th board of directors on February 21, 2022, deliberated and approved the proposal on the proposed appointment of accounting firm, and the board of directors agreed to appoint Tianping firm as the company’s financial and internal control audit institution in 2021 for one year.

(2) The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.

4、 Documents for future reference

1. Resolutions of the 15th meeting of the 4th board of directors;

2. Resolutions of the sixth meeting of the audit committee of the Fourth Board of directors;

4. Prior approval opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors; 5. Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors;

6. Business license of Tianping firm, information and contact information of the main person in charge and the contact person of the supervision business, the signature of the CPA to be responsible for the specific audit business, the ID card, practice license and contact information of the certified public accountant;

7. Other documents required by Shenzhen Stock Exchange.

It is hereby announced.

Henan Kedi Dairy Co.Ltd(002770) board of directors

February 21, 2022

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