Securities code: Eastroc Beverage (Group) Co.Ltd(605499) securities abbreviation: Eastroc Beverage (Group) Co.Ltd(605499) Announcement No.: 2022022 Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd
Announcement on re employment of external audit institutions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
● name of the accounting firm to be renewed: PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”).
● Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors on February 25, 2022, and considered and adopted the proposal on renewing the appointment of external audit institutions respectively, The board of directors of the company proposes to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the auditor of the company’s financial report and internal control in 2022. This matter needs to be submitted to the 2021 annual general meeting for deliberation.
1. Basic information
PricewaterhouseCoopers Zhongtian was formerly known as PricewaterhouseCoopers Dahua certified public accountants, which was established on March 28, 1993. With approval, it was renamed PricewaterhouseCoopers Zhongtian certified public accountants Co., Ltd; Approved by the Ministry of Finance Cai Kuai Han [2012] No. 52 on December 24, 2012, it was transformed into PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) on January 18, 2013. The registered address is room 01, unit 507, DBS building, 1318 Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Ring Road, China (Shanghai) pilot free trade zone.
PricewaterhouseCoopers Zhongtian is a member organization of PricewaterhouseCoopers international network. It has the practice certificate of accounting firm and the qualification to engage in the audit business of H-share enterprises. At the same time, it is also an accounting firm with the qualification of securities and futures related business approved by the Ministry of Finance and the CSRC. In addition, PricewaterhouseCoopers Zhongtian is also registered with uspcaob (American public company accounting oversight board) and ukfrc (UK financial reporting office) to engage in relevant audit business. PwC Zhongtian has rich experience in securities business and good professional service ability.
The chief partner of PricewaterhouseCoopers Zhongtian is Li Dan. As of December 31, 2021, the number of PWC Zhongtian partners was 257 and the number of certified public accountants was 1401, including 346 certified public accountants who have signed the audit report of securities service business since 2013.
In the latest fiscal year (2020) audited by PwC Zhongtian, the total revenue was RMB 6.115 billion, the audit revenue was RMB 5.692 billion and the securities business revenue was RMB 2.861 billion.
PwC Zhongtian has 103 audit clients for the financial statements of A-share listed companies in 2020, and the total audit fees of A-share listed companies are RMB 584 million. The main industries include manufacturing, finance, transportation, warehousing and postal services, real estate, wholesale and retail sales, etc. there are 48 audit clients of A-share listed companies in the same industry (Manufacturing) as your company.
2. Investor protection ability
In terms of investor protection ability, PwC Zhongtian has taken out occupational insurance in accordance with relevant laws and regulations. The sum of the cumulative compensation limit of occupational insurance and occupational risk fund exceeds 200 million yuan. The withdrawal of occupational risk fund or the purchase of occupational insurance comply with relevant regulations. PwC Zhongtian has not undertaken civil liability in relevant civil proceedings due to its practice in recent three years.
3. Integrity record
PricewaterhouseCoopers Zhongtian and its employees have not been subject to criminal punishment, administrative punishment, self-discipline supervision measures and disciplinary sanctions of stock exchanges, industry associations and other self-discipline organizations for practicing behavior in recent three years; PwC Zhongtian has not been subject to the administrative supervision measures of the CSRC and its dispatched offices due to its practice. The four junior employees of PricewaterhouseCoopers Zhongtian received a warning letter from Shanghai Securities Regulatory Bureau in 2019 because their personal investment behavior violated the relevant provisions on independence. The above personal behavior did not affect the effectiveness of PricewaterhouseCoopers Zhongtian quality control system or the practice quality of audit projects. The four employees subsequently resigned from PricewaterhouseCoopers Zhongtian. According to relevant laws and regulations, the above administrative supervision measures will not affect PwC Zhongtian to continue to undertake or execute securities service business and other businesses.
(II) project member information
Project partner and signature certified public accountant: Ms. Wang Bin, a practicing member of the Institute of certified public accountants and a senior member of the Institute of certified public accountants, has become a certified public accountant since 2002, has been engaged in the audit of listed companies since 1994, has provided audit services for your company since 2019, has been practicing in the Institute since 1994, and has signed or reviewed the audit reports of 5 listed companies in recent three years.
Partner of project quality review: Mr. Chen Huikang, a Hong Kong certified public accountant, has been a Hong Kong certified public accountant since 2007. He has been engaged in the audit of listed companies since 1992. He has provided audit services for your company since 2019. He has been practicing in this firm since 1994. He has signed or reviewed the audit reports of 8 listed companies in the past three years. Signature certified public accountant: Ms. Li Yanhua, a practicing member of the Institute of certified public accountants, has become a certified public accountant since 2016, has been engaged in the audit of listed companies since 2012, has provided audit services for your company since 2019, has been practicing in the firm since 2012, and has signed the audit reports of two listed companies in recent three years.
2. Integrity record
With regard to PwC Zhongtian’s proposed employment as your company’s audit institution in 2022, Ms. Wang Bin, the project partner and the signing certified public accountant, Mr. Chen Huikang, the quality review partner and Ms. Li Yanhua, the signing certified public accountant, have not been subject to any criminal and administrative punishment in the past three years, and have not been subject to administrative supervision and management measures by the securities regulatory authority due to their practice, Not subject to self regulatory measures and disciplinary actions of self regulatory organizations such as stock exchanges and industry associations due to practice.
3. Independence
As for PwC Zhongtian to be employed as your company’s auditor in 2022, there are no circumstances that may affect the independence of PWC Zhongtian, Ms. Wang Bin, the project partner and the signing certified public accountant, Mr. Chen Huikang, the quality review partner and Ms. Li Yanhua, the signing certified public accountant.
The audit service charge of PWC Zhongtian is determined by both parties through negotiation according to the audit workload and the principle of fairness and reasonableness. The board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company, the authorized agent designated by the chairman or the management of the company to negotiate with PwC Zhongtian to determine the audit fee for 2022 according to the specific audit requirements and audit scope of 2022. The audit fee for 2022 financial report shall be based on the principle of workload.
The audit committee of the second board of directors of the company held its seventh meeting on February 25, 2022, deliberated and adopted the proposal on renewing the appointment of external audit institutions, and considered that PwC Zhongtian has the necessary professional competence and investor protection ability as the audit institution of the company’s financial report and internal control, and its independence and integrity comply with relevant regulations, It is recommended that PwC continue to employ PwC’s internal audit agency for 2022.
The independent directors of the company issued their prior approval opinions on the engagement of the accounting firm: Based on the full understanding and review of PWC Zhongtian’s professional qualification, professional competence, investor protection ability, independence and integrity, PwC Zhongtian has rich experience in securities service business and is competent for the audit work entrusted by the company. We agree to renew the appointment of PWC Zhongtian as the auditor of the company’s financial report and internal control in 2022 and submit it to the board of directors for deliberation.
The independent directors of the company expressed their independent opinions on the engagement of the accounting firm. They believed that PwC Zhongtian has rich experience and professional quality in the audit of listed companies for many years, and can better meet the requirements of the company for establishing and improving internal control and financial audit. During his tenure as the company’s audit institution, he was diligent and responsible, Be able to follow the independent auditing standards for Chinese certified public accountants and other relevant provisions, adhere to the independent, objective and fair auditing standards, and express audit opinions fairly and reasonably. It is agreed that the company will continue to hire PricewaterhouseCoopers Zhongtian as the audit institution of the company’s financial report and internal control in 2022 and submit it to the general meeting of shareholders for deliberation. The review procedures of the company’s board of directors for the renewal of the external audit institution were fully and properly implemented, in line with laws, regulations, the articles of association and other relevant provisions.
The 13th meeting of the second board of directors of the company deliberated and adopted the proposal on renewing the appointment of external audit institutions. The voting was 9 in favor, 0 against and 0 abstention. The proposal was adopted.
The renewal of the accounting firm needs to be submitted to the general meeting of shareholders of the company for deliberation, which will take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
1. Resolutions of the 13th meeting of the second board of directors of the company;
2. Resolutions of the 12th meeting of the second board of supervisors of the company;
3. Prior approval and independent opinions of independent directors of the company on relevant proposals;
4. Resolution document of the audit committee of the board of directors on the renewal of the external audit institution.
It is hereby announced.
Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. board of directors February 28, 2022
