Announcement on 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. Lixin Certified Public Accountants (special general partnership) issued an unqualified audit report with significant uncertainty of continuous operation on the company's 2020 financial report (Xin Kuai Shi Bao Zi [2021] No. zb10613).
Lvjing Holding Co.Ltd(000502) (hereinafter referred to as "the company"), the original audit institution of Lixin Certified Public Accountants (special general partnership), is expected to be unable to complete the audit of the company's financial report and internal control in 2021 on schedule due to objective conditions. After negotiation, it will no longer serve as the company's audit institution in 2021, The company plans to employ zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as "zhongxinghua") as the company's audit institution in 2021.
1、 Basic information of the accounting firm to be changed
(I) institutional information
1. Basic information
Name: zhongxinghua Certified Public Accountants (special general partnership)
Date of establishment: 1993 (transformed into special general partnership in 2013)
Special form of partnership: general form
Registered address: 20th floor, South Building, building 1, yard 20, Lize Road, Fengtai District, Beijing
Chief partner: Li Zunnong
Number of partners at the end of last year: 146
Number of certified public accountants at the end of last year: 791
Number of certified public accountants who signed the audit report of securities service business at the end of last year: 449.
The audited business income of zhongxinghua in 2020 was 1523.51 million yuan, including 1334.93 million yuan from audit business and 357.1593 million yuan from securities business; The annual reports of 80 listed companies were audited last year, and the industries involved by listed companies include manufacturing; Information transmission software and information technology and services; real estate Agriculture, forestry, animal husbandry and fishery The total audit fees for water conservancy, environment and public facilities management were 83.863 million yuan.
2. Investor protection ability
ZTE China has withdrawn 134892600 yuan of occupational risk fund, and the cumulative compensation limit of occupational insurance purchased is 150 million yuan. The withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations. Civil liability in civil litigation related to practice in recent three years: because Jiangsu Zhongxian Group Co., Ltd. issued an unqualified audit report on its financial situation from 2011 to 2013. Jiangsu credit re guarantee Group Co., Ltd. filed a lawsuit against Jiangsu Zhongxian Group Co., Ltd., Yuan Changsheng, Xia Baolong, Jianghai Securities Co., Ltd., zhongxinghua Certified Public Accountants (special general partnership), Jiangsu Shita law firm, etc. On June 28, 2021, the people's Court of Hanjiang District, Yangzhou City, Jiangsu Province ruled in the civil judgment (2019) Su 1003 minchu No. 9692 that ZTE was not liable for tort damages. Jiangsu credit re guarantee Group Co., Ltd. refused to accept the judgment and appealed to Jiangsu Yangzhou intermediate people's Court on July 23, 2021. At present, the case is under trial.
3. Integrity record
In the past three years, ZTE China has been subject to six supervision and management measures and one self-discipline supervision measure for its practice. 20 employees of zhongxinghua have been subject to supervision and management measures for 20 times and self-discipline supervision measures for 2 times.
(II) project information
1. Basic information
Project partner and signing certified public accountant: Pan Daliang, who became a certified public accountant in 2007, began to engage in the audit of Listed Companies in 2004, began to practice in zhongxinghua in 2017, and signed the audit reports of three listed companies in recent three years, including Jiangsu Gian Technology Co.Ltd(300709) (300709), Huada Automotive Technology Corp.Ltd(603358) (603358), Jiangsu Akcome Science And Technology Co.Ltd(002610) (002610).
Signature certified public accountant: Ren Huagui, who became a certified public accountant in 2004, began to audit listed companies in 2013 and began to practice in zhongxinghua in 2015. He has signed audit reports of four listed companies in recent three years, including Changshu Tianyin Electromechanical Co.Ltd(300342) (300342), Huada Automotive Technology Corp.Ltd(603358) (603358), Jiangsu Akcome Science And Technology Co.Ltd(002610) (002610), Nanjing Yunhai Special Metals Co.Ltd(002182) (002182).
Quality control reviewer: Jiang Yunfeng, who became a certified public accountant in 2015, began to audit listed companies in 2014 and began to practice in zhongxinghua in 2021.
2. Integrity record
Pan Daliang, the certified public accountant signed by the project partner, Ren Huagui, the certified public accountant signed by the project partner, and Jiang Yunfeng, the reviewer of project quality control, have not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions for their professional behavior in recent three years.
3. Independence
Zhongxinghua Certified Public Accountants (special general partnership), project partners, certified public accountants to be signed and project quality control reviewers do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
4. Audit fees
The audit fee in 2021 is 900000 yuan (excluding travel expenses), including 700000 yuan for annual report audit and 200000 yuan for internal control audit. The audit fee in 2020 is 600000 yuan (excluding travel expenses), which is mainly due to the substantial increase of the company's business volume in 2021.
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: Lixin Certified Public Accountants (special general partnership) Lixin Certified Public Accountants (special general partnership) has provided audit services for the company for 10 consecutive years and issued an unqualified audit report with significant uncertainty of continuous operation on the company's 2020 financial report.
(II) reasons for proposed change of accounting firm
Due to objective conditions, Lixin Certified Public Accountants (special general partnership) is expected to be unable to complete the audit of the company's 2021 financial report and internal control on schedule, and will no longer serve as the company's 2021 audit institution after negotiation.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Lixin Certified Public Accountants (special general partnership) and zhongxinghua Certified Public Accountants (special general partnership) in advance on the change of accounting firm. Lixin Certified Public Accountants (special general partnership) is aware of this matter and confirms that there is no objection. 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, both parties will actively communicate and cooperate with the change of accounting firms.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of the audit committee
The audit committee reviewed zhongxinghua's practice, independence, professional competence, investor protection ability and integrity, and considered that zhongxinghua Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, and has no relationship with the company's shareholders and related persons, It will not affect the independence in the company's affairs and can meet the requirements of the company's financial report audit and internal control audit.
The audit committee agreed to change the audit institution of ZTE Huawei in 2021 and submitted the matter to the 26th meeting of the 11th board of directors for deliberation.
(II) prior approval and independent opinions of independent directors
Prior approval opinion of independent directors: zhongxinghua Certified Public Accountants (special general partnership) is an audit institution with securities related business qualification, with high professional level, experience and ability to provide audit services for listed companies, and can meet the requirements of the company's audit work. The independent directors agreed to change the audit institution of ZTE Huawei in 2021 and agreed to submit the proposal to the 26th meeting of the 11th board of directors for deliberation.
Independent opinions of independent directors: upon review, zhongxinghua Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company's financial report audit and internal control audit. ZTE China has sufficient independence, professional competence and investor protection ability. This change of accounting firm does not damage the interests of the company and other shareholders, especially the interests of minority shareholders. 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. In conclusion, we agree to the proposal to change the accounting firm.
(III) deliberation and voting of proposals by the board of directors
On February 24, 2022, the 26th meeting of the 11th board of directors of the company deliberated and adopted the proposal on changing the accounting firm with 8 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to change zhongxinghua accounting firm (special general partnership) as the audit institution of the company in 2021.
(IV) effective date
This change of accounting firm needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and will take effect from the date of deliberation and approval by the general meeting of shareholders.
4、 Documents for future reference
1. Resolutions of the 26th meeting of the 11th board of directors;
2. Resolution of the first interim meeting of the audit committee in 2022;
3. Prior approval opinions of independent directors on matters related to the 26th meeting of the 11th board of directors;
4. Independent opinions of independent directors on matters related to the 26th meeting of the 11th board of directors;
It is hereby announced.
Lvjing Holding Co.Ltd(000502) board of directors
February 14, 2002
