Jiangsu Etern Company Limited(600105) materials of the fifth extraordinary general meeting of shareholders in 2021 December 2021 twenty-seven
Jiangsu Etern Company Limited(600105)
The fifth extraordinary general meeting of shareholders in 2021
catalogue
1、 Meeting agenda
2、 Notes to the general meeting of shareholders
3、 Proposal of the fifth extraordinary general meeting of shareholders in 2021
No. proposal name
1. Proposal on changing the accounting firm 2. Proposal on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit 3. Proposal on terminating the investment projects with raised funds and permanently replenishing the remaining raised funds with working capital
Jiangsu Etern Company Limited(600105)
The fifth extraordinary general meeting of shareholders in 2021
agenda
Online voting time: 15:00 on December 26, 2021 to 15:00 on December 27, 2021
On site meeting time: 15:00 PM, December 27, 2021
Site meeting place: conference room on the second floor of the company
Chairman: Mo Siming
Participants: shareholder representatives, directors, supervisors, senior managers and lawyers of the company
Meeting content:
1、 Announce the commencement of the general meeting and announce the number of shareholders and their representatives, the number of representative shares and participants
2、 Read out the notes of the general meeting of shareholders and introduce the on-site participants and guests
3、 Elect the on-site vote counter and scrutineer
4、 Read out all proposals and consider them
No. proposal name
1. Proposal on changing the accounting firm 2. Proposal on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit 3. Proposal on terminating the investment projects with raised funds and permanently replenishing the remaining raised funds with working capital
5、 Speeches and questions of shareholders (shareholders' agents) attending the meeting
6、 Shareholders attending the meeting (shareholders' agents) vote on various proposals
7、 Count the voting results and witness lawyers to participate in vote counting and scrutinizing
8、 Announce the voting results of the on-site meeting and the summary voting results of online voting, and read out the resolutions of the general meeting of shareholders
9、 Witness the lawyer to read the legal opinion
10、 The moderator declared the meeting closed
Jiangsu Etern Company Limited(600105)
Precautions for the fifth extraordinary general meeting of shareholders in 2021
In order to safeguard the legitimate rights and interests of investors and ensure the normal order and efficiency of the general meeting of shareholders, the following precautions are formulated in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the general meeting of shareholders: 1. To ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders, Relevant personnel attending the general meeting of shareholders are requested to sign in and attend the meeting on time. Those whose participation qualification has not been confirmed are not allowed to enter the meeting place.
2. Shareholders who participate in the general meeting of shareholders shall enjoy the right to speak, vote and other rights according to law, perform legal obligations and abide by relevant regulations. Those who disturb the order of the general meeting of shareholders and infringe upon the legitimate rights and interests of other shareholders will be reported to relevant departments for handling.
3. During the shareholders' meeting, shareholders may speak. When a shareholder requests to speak, he / she shall raise his / her hand first, and may speak or raise questions only with the permission of the chairman of the general meeting. When a shareholder requests to speak, he / she shall not interrupt the report of the meeting reporter or the speeches of other shareholders, and shall not raise questions unrelated to the proposal of the general meeting of shareholders.
4. The moderator or relevant person in charge of the general meeting has the right to refuse to answer questions that have nothing to do with the topics of the general meeting of shareholders or will disclose the company's business secrets or damage the interests of the company and shareholders.
5. This meeting adopts the combination of on-site voting and online voting. The company will provide the shareholders of the company with an online voting platform through China Securities Depository and Clearing Co., Ltd., and the shareholders of the company can exercise their voting rights through the above online voting system during the online voting time. See Jiangsu Etern Company Limited(600105) notice on convening the fifth extraordinary general meeting of shareholders in 2021 for the operation process of online voting.
6. The on-site meeting of the general meeting of shareholders shall be voted by open ballot, and the shareholders shall have one voting right according to each share of the company they hold, All shareholders (including entrusted agents) are requested to fill in the voting votes accurately: the names of shareholders or entrusted shareholders must be filled in, and choose one of "agree", "oppose" or "abstain" intention and tick "√" 。 For those who do not vote on the votes or choose more than one vote, as well as the votes that are incorrectly filled, illegible or not put into the ballot box, the voters shall be deemed to have waived their voting rights, and the voting results of the number of shares they hold shall be counted as "waiver". Shareholders who enter the site after the counting of votes begins cannot vote.
7. In this meeting, three vote counters and scrutineers (two shareholder representatives and one supervisor) will count and supervise the votes of on-site proposal voting.
8. The board of directors of the company hired the practicing lawyer of Shanghai Xieli (Suzhou) law firm to attend the shareholders' meeting and issue legal opinions.
Jiangsu Etern Company Limited(600105) proposal 1 of the board meeting
Jiangsu Etern Company Limited(600105)
Proposal on change of accounting firm
Shareholders and shareholder representatives:
Considering the company's business development and audit needs, the company plans to appoint Asia Pacific accounting firm as the company's financial report audit institution and internal control audit institution in 2021. The company has communicated with Tianjian certified public accountants about the change of accounting firm in advance. Tianjian certified public accountants knows the matter and confirms that it has no objection.
1、 Basic information of the accounting firm to be employed
(i) Institutional information
1. Basic information
Firm name: Asia Pacific (Group) Certified Public Accountants (special general partnership)
Date of establishment: September 2, 2013 organizational form: special general partnership
Registered address: floor 20, building 3, yard 16, Lize Road, Fengtai District, Beijing
Zhao Qingjun, the chief partner, had 107 partners at the end of last year
At the end of last year, there were 562 certified public accountants and 413 certified public accountants who signed the audit report of securities service business
The total business income is 889 million yuan
In 2020, the revenue from audit business was 690 million yuan
The income from securities business is 417 million yuan
Number of customers: 43
The total amount of audit fees is 50 million yuan
The audit of listed companies (including manufacturing, information transmission software and information technology services a and B shares) in 2020 involves major industries, culture, sports and entertainment, mining, wholesale and retail
The company has 26 audit clients of Listed Companies in the same industry
2. Investor protection ability
Asia Pacific Certified Public Accountants has purchased occupational insurance and accrued occupational risk fund, with a cumulative compensation limit of more than 80 million yuan. The accrual of occupational risk fund and the purchase of occupational insurance comply with the provisions of CK [2015] No. 13. In recent three years, there has been no civil liability in civil litigation related to practice.
3. Integrity record
Asia Pacific Certified Public Accountants has been criminally punished for practicing in recent three years (2018-2020). 0
Times, 0 administrative punishment, 17 supervision and management measures, 0 self-discipline supervision measures and 0 disciplinary sanctions. In the past three years (from 2018 to 2020), employees have been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 36 times, self-discipline supervision measures 0 times and disciplinary sanctions 0 times for their professional behavior.
（2） Project information
1. Basic information
Project partner and CPA to be signed: Yang Jie, female, Chinese certified public accountant, leading talent and partner of Henan certified public accountant industry, engaged in audit work since 2010, began to engage in audit work of Listed Companies in 2011, has more than 10 years of experience in securities service business, and has corresponding professional competence, Organize and participate in project audit and M & A audit of several listed companies.
Certified public accountant to be signed: Wang Gaowei, male, Chinese certified public accountant, engaged in audit work since 2013, began to engage in audit work of Listed Companies in 2014, has more than 5 years of experience in securities service business, has corresponding professional competence, and has participated in project audit work of several listed companies.
Reviewer of project quality control: Cui Yuqiang, male, Chinese certified public accountant, leading talent and partner in the accounting industry in Henan Province, has been engaged in audit since 2006, has more than 10 years of experience in securities service business, has corresponding professional competence, and has organized and participated in the independent review of project audit and quality control of many listed companies.
2. Integrity record
The project partner, the certified public accountant to be signed and the project quality control reviewer have not been subject to criminal punishment due to practice in recent three years; There are no administrative penalties, supervision and management measures imposed by the CSRC and its dispatched offices, industry competent departments, etc; There are no self regulatory measures and disciplinary actions taken by self regulatory organizations such as stock exchanges and industry associations.
3. Independence
There are no circumstances that may affect the independence of Asia Pacific accounting firm, project partners, certified public accountants to be signed and project quality control reviewers.
4. Audit fees
The audit cost in 2021 is 1.5 million yuan, including 1 million yuan for financial statement audit and 500000 yuan for internal control audit. The audit cost in 2020 is 1.2 million yuan, including 1 million yuan for the audit of financial statements and 200000 yuan for the audit of internal control. The audit service charge of Asia Pacific accounting firm is determined according to the business responsibility, complexity, work requirements, required working conditions and working hours, as well as the professional knowledge and working experience invested by staff at all levels who actually participate in the business. The audit cost in 2021 increased by 300000 yuan compared with that in the previous period, mainly due to the increase of labor cost due to the increase of workload. 2、 Description of the proposed change of accounting firm
(i) Previous accounting firms and audit opinions of the previous year
Tianjian certified public accountants, the original audit institution of the company, has provided audit services for the company for four consecutive years. During this period, Tianjian certified public accountants adheres to the principle of independent audit, diligently and responsibly, fairly and independently expresses audit opinions, objectively, fairly and accurately reflects the company's financial statements and internal control, and earnestly performs the responsibilities of the financial audit institution, Safeguard the legitimate rights and interests of the company and shareholders from a professional perspective. In 2020, Tianjian Certified Public Accountants issued a standard unqualified audit report to the company. The company has not been dismissed after entrusting Tianjian certified public accountants to carry out some audit work.
（2） Reasons for proposed change of accounting firm
Tianjian certified public accountants has provided audit services for the company for many consecutive years, adhered to the principle of independent audit in the process of practice, and earnestly fulfilled the due responsibilities of the audit institution. Considering the company's business development and audit needs, the company plans to hire Asia Pacific accounting firm as the company's 2021 financial report audit institution and internal control audit institution. The company has communicated with Tianjian certified public accountants about the change of accounting firm in advance. Tianjian certified public accountants knows the matter and confirms that it has no objection.
（3） Communication between the listed company and previous accounting firms
The company has fully communicated with the previous and subsequent accounting firms on this matter, and all parties have clearly known the matter and confirmed that they have no objection. The previous and subsequent accounting firms have done a good job of communication and cooperation in accordance with the requirements of China Auditing Standards for certified public accountants No. 1153 - communication between former certified public accountants and subsequent certified public accountants. This proposal has been deliberated and adopted at the 12th extraordinary meeting of the ninth board of directors in 2021, and is hereby submitted to all shareholders and shareholder representatives for deliberation.
Jiangsu Etern Company Limited(600105) proposal II of the board of directors on December 27, 2021
Jiangsu Etern Company Limited(600105)
Proposal on providing guarantee for wholly-owned subsidiary's application for comprehensive credit extension shareholders and shareholder representatives:
According to the needs of daily business development, Jiangsu Yongding Electric Co., Ltd. (hereinafter referred to as "Yongding electric"), a wholly-owned subsidiary of Jiangsu Etern Company Limited(600105) (hereinafter referred to as "the company") ）It is proposed to apply to the bank for a comprehensive credit of 30 million yuan. The main purpose of the credit is to supplement the daily working capital. The company plans to provide joint and several liability guarantee for the above comprehensive credit, with a guarantee amount of 30 million yuan. The guarantee period is one year from the actual use of the loan line. 1、 Basic information of the guaranteed
Name of the guaranteed: Jiangsu Yongding Electric Co., Ltd
Place of registration: Su
