Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-016 convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
Announcement on the renewal of accounting firm
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of the accounting firm to be employed: Tianzhi international accounting firm (special general partnership). This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”), founded in December 1988 and headquartered in Beijing, 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, and 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 110 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 the past three years, Tianzhi international has not undertaken 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 three years, employees have been subject to supervision and management measures for practice for 6 times, involving 16 personnel. There is no case of criminal punishment, administrative punishment and self-discipline supervision measures for practice.
(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: Li Xiaoyang, who became a certified public accountant in 2000, began to engage in the audit of Listed Companies in 2004, began to practice in the exchange in 2004, signed 7 audit reports of Listed Companies in recent three years and reviewed 10 audit reports of Listed Companies in recent three years.
Signature certified public accountant 2: Zeng Wenwen, who became a certified public accountant in 2014, began to engage in the audit of Listed Companies in 2011, began to practice in the exchange in 2011, signed 2 audit reports of Listed Companies in recent three years and reviewed 0 audit reports of Listed Companies in recent three years.
According to the quality control policies and procedures of Tianzhi international, Wang Jun and his team plan to act as the reviewer of project quality control. Wang Jun has been engaged in securities service business for many years, responsible for auditing and reviewing many listed companies, and has corresponding professional competence.
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.
4. Audit fees
The audit fee of the company in 2021 is 600000 yuan (including tax). The pricing principle of audit fees in 2022 is mainly based on various factors such as the company’s business scale, industry and complexity of accounting treatment, and is finally determined through consultation according to the auditors required for the audit of the company’s annual report, the workload invested and the charging standard of the firm.
At the same time, the board of directors of the company requested the general meeting of shareholders to authorize the management of the company to decide the audit fees (including financial report audit fees and internal control audit fees) of Tianzhi International Certified Public Accountants (special general partnership) in 2022 and sign relevant service agreements.
2、 Procedures to be performed by the accounting firm to be reappointed
(I) performance of the audit committee
The audit committee of the board of directors of the company reviewed and evaluated the work of Tianzhi International Certified Public Accountants (special general partnership) in 2021 at the first meeting in 2022, and considered that Tianzhi International Certified Public Accountants (special general partnership) is a service institution in line with the provisions of the securities law, has good professional competence and investor protection ability, and can fulfill its duties, Perform audit duties independently and diligently in accordance with the professional standards of Chinese certified public accountants, and have good professional quality and integrity. The audit committee agreed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
(II) prior approval and independent opinions of independent directors
The independent directors of the company expressed their prior approval opinions and independent opinions on the matters of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day as this announcement And the “prior approval opinions of independent directors on hiring the company’s financial audit institution and internal control audit institution in 2022” and the “independent opinions of independent directors on relevant matters of the 33rd meeting of the second board of directors” on the media that meet the conditions specified by the securities regulatory authority of the State Council.
(III) deliberation and voting of the board of directors
The company held the 33rd meeting of the second board of directors on February 25, 2022 to consider the proposal on Kbc Corporation Ltd(688598) renewing the employment of the company’s financial audit institution and internal control audit institution in 2022, and adopted the proposal with 9 votes in favor, 0 votes against and 0 abstentions, Agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 for one year, and submit the proposal to the general meeting of shareholders for deliberation.
(IV) the renewal of the accounting firm needs to be submitted to the general meeting of shareholders of the company for deliberation and effective from the date of deliberation and approval by the general meeting of shareholders of the company.
It is hereby announced.
Kbc Corporation Ltd(688598) board of directors
February 26, 2022
