Securities code (A / h): Zte Corporation(000063) / 763 securities abbreviation (A / h): Zte Corporation(000063) Announcement No.: 202219 Zte Corporation(000063)
Announcement on the proposed reappointment of audit institutions
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.
Zte Corporation(000063) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the appointment of audit institutions in 2002 at the 45th meeting of the eighth board of directors held on March 8, 2022, It is proposed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “Ernst & Young Huaming”) as the audit institution and internal control audit institution of the company’s financial report in 2022, and submit it to the general meeting of shareholders for deliberation. Relevant matters are hereby announced as follows:
1、 Description of the matters to be re employed by the accounting firm
An Yonghua Ming is qualified for securities and futures related business and has many years of experience and ability to provide audit services for listed companies. As the audit institution of the company’s financial report from 2005 to 2021 and the internal control audit institution from 2011 to 2021, Ernst & Young Huaming followed the independent, objective and fair practice standards, and completed the audit work well with its high-quality professional team, complete professional qualifications, rich practice experience and strict internal management. In view of the good cooperation between the two sides, the company plans to continue to employ an Yonghua Ming as the auditor of the company’s financial report and Internal Control Auditor in 2022.
2、 Basic information of the accounting firm to be renewed
(I) institutional information
1. Basic information
Ernst & Young Huaming, established in September 1992, completed the localization transformation in August 2012, and transformed from a Sino foreign cooperative limited liability firm to a special general partnership firm. Ernst & Young Huaming is headquartered in Beijing and its registered address is room 01-12, 17th floor, Ernst & Young building, Oriental Plaza, No. 1, East Chang’an Street, Dongcheng District, Beijing. By the end of 2021, it has 203 partners, and the chief partner is Mr. Mao Anning. An Yonghua Ming has always focused on talent training. By the end of 2021, he had 1604 certified public accountants, including more than 1300 certified public accountants with experience in securities related business services, and 400 certified public accountants who signed the audit report of securities service business.
The total business income of Ernst & Young Huaming in 2020 was RMB 4.76 billion, including audit business income of RMB 4.589 billion (including securities business income of RMB 2.146 billion).
Ernst & Young Huaming has 100 audit clients for the annual report of A-share listed companies in 2020, with a total charge of RMB 824 million. The main industries of these listed companies involve manufacturing, finance, wholesale and retail, information transmission, software and information technology services, real estate, etc. The company has 44 audit clients of Listed Companies in the same industry.
2. Investor protection ability
Ernst & Young Huaming has good investor protection ability, and has withdrawn occupational risk fund and purchased occupational insurance in accordance with relevant laws and regulations, covering Beijing head office and all branches. The sum of the accrued occupational risk fund and the purchased occupational insurance cumulative compensation limit exceeds 200 million yuan. Ernst & Young Huaming has not borne any civil liability due to civil litigation related to practice in recent three years.
3. Integrity record
Ernst & Young Huaming and its employees have not been subject to any criminal punishment or administrative punishment due to their professional behavior in recent three years, as well as the self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as stock exchanges and industry associations. It has twice received the decision of warning letter measures issued by the securities regulatory authority, involving 13 employees. The aforesaid decision to issue a warning letter is a supervisory and administrative measure, not an administrative penalty. According to the provisions of relevant laws and regulations, the supervision and management measures will not affect an Yonghua ming to continue to undertake or perform securities service business and other businesses.
(II) project information
1. Basic information
Mr. Li Jianguang, the project partner and the signing certified public accountant, became a certified public accountant in 2001, began to engage in the audit of Listed Companies in 2000, began to practice at Ernst & Young Huaming in 2006, and began to provide audit services for the company in 2020; With more than 20 years of audit service experience, he has more than 20 years of rich professional experience in listed application audit, annual report audit of listed companies and other businesses. In recent three years, he has signed annual report audit reports of three listed companies and internal control audit reports of two listed companies, involving industries including computer, communication and other electronic equipment manufacturing, professional and technical services and wholesale.
Ms. Zeng Cihua, the signatory certified public accountant, became a certified public accountant in 2018, began to engage in the audit of Listed Companies in 2010, engaged in the audit of Ernst & Young Huaming from 2010 to 2013 and from 2016 to now, and began to provide audit services for the company in 2016; With more than 9 years of audit service experience, he has more than 9 years of rich professional experience in listing declaration audit, annual report audit of listed companies and other businesses. In recent three years, he has reviewed the annual report audit of three listed companies and the internal control audit of one listed company, involving industries including computer, communication and other electronic equipment manufacturing, special equipment manufacturing and pharmaceutical manufacturing.
Ms. Zhong ye, the reviewer of project quality control, became a certified public accountant in 2006, began to engage in the audit of Listed Companies in 2000, began to practice at Ernst & Young Huaming in 2000, and began to provide audit services for the company in 2020; With more than 20 years of audit service experience, he has rich professional experience in listing declaration audit, annual report audit of listed companies and other businesses. In recent three years, he has signed annual report audit reports of three listed companies, reviewed annual report audit of five listed companies and internal control audit of one listed company, involving industries including computer, communication and other electronic equipment manufacturing industries.
2. Integrity record
In the past three years, the above project partners, signed certified public accountants and project quality control reviewers have not been subject to criminal punishment, administrative punishment, administrative supervision measures, self-discipline supervision measures and disciplinary sanctions due to their professional behavior.
3. Independence
Ernst & Young Huaming and the above project partners, signing certified public accountants 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
Pricing principle of audit fees: it is mainly based on the responsibility of professional services and the degree of professional technology required to be invested, comprehensively considering the experience and level of the project team members participating in the audit, the corresponding charging rate and the working time invested and other factors, which shall be determined in consultation with Ernst & Young Huaming.
Audit fee: the audit fee of the financial report in 2022 is RMB 8.3 million (including relevant taxes, excluding meals), an increase of 5% compared with RMB 7.9 million in 2021; The internal control audit fee in 2022 was RMB 1.26 million (including relevant taxes, excluding meals), an increase of 5% compared with RMB 1.2 million in 2021.
3、 Procedures to be performed by the accounting firm to be renewed
(I) performance of the audit committee
The audit committee of the board of directors of the company believes that Ernst & Young Huaming can practice in strict accordance with the audit laws and regulations, pay attention to understanding the company and its business environment, understand the establishment and implementation of the company’s internal control, have a strong risk awareness, can complete the audit work in time according to the audit schedule, and maintain independence and prudence in the audit process, Completed the financial report and internal control audit of the company in 2021.
According to the audit work, service awareness, professional ethics and performance ability of Ernst & Young Huaming over the years, the audit committee of the company’s board of directors deliberated and approved the proposal on the appointment of audit institution in 2022, and proposed to the board of directors to reappoint Ernst & Young Huaming as the audit institution of the company’s financial report and internal control audit institution in 2022. (II) prior approval and independent opinions of independent non-executive directors
1. Prior approval opinions of independent non-executive directors
The independent non-executive directors of the company reviewed the proposal on the appointment of audit institutions in 2002 in advance and agreed to submit the above proposal to the board of directors of the company for deliberation.
2. Independent opinions of independent non-executive directors
The independent non-executive directors of the company have expressed independent opinions on the proposal on the appointment of audit institutions in 2002. For details, please refer to the independent opinions of independent non-executive directors on matters related to the 45th meeting of the eighth board of directors issued on the same day of this announcement.
(III) opinions of the board of directors
The 45th meeting of the 8th board of directors of the company approved the proposal on the appointment of audit institution in 2022 and agreed to renew the appointment of an Yonghua Ming as the audit institution of the company’s financial report and internal control audit institution in 2022. (IV) opinions of the board of supervisors
The 36th meeting of the 8th board of supervisors of the company approved the proposal on the appointment of audit institutions in 2002.
(V) the appointment of audit institution still needs to be submitted to the general meeting of shareholders of the company for deliberation, and will take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
4、 Documents for future reference
1. Resolutions of the 22nd Meeting of the audit committee of the 8th board of directors;
2. Prior approval opinions of independent non-executive directors on the proposal on the appointment of audit institutions in 2002;
3. Independent opinions of independent non-executive directors;
4. Resolutions of the 45th meeting of the 8th board of directors;
5. Resolutions of the 36th meeting of the 8th board of supervisors;
6. Description of the basic information of the audit institution to be appointed.
It is hereby announced.
Zte Corporation(000063) board of directors March 9, 2022
