Securities code: Shenzhen Qixin Group Co.Ltd(002781) securities abbreviation: Shenzhen Qixin Group Co.Ltd(002781) Announcement No.: 2022015 Jiangxi Qixin Group Co., Ltd
Reply to the concern letter of the first Department of management of listed companies of Shenzhen Stock Exchange
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.
On February 21, 2022, the board of directors of Jiangxi Qixin Group Co., Ltd. (hereinafter referred to as "the company" or " Shenzhen Qixin Group Co.Ltd(002781) ") received the letter of concern for Jiangxi Qixin Group Co., Ltd. (company department concern letter [2022] No. 149) (hereinafter referred to as "concern letter") from the management department of listed companies of Shenzhen Stock Exchange, Now we reply to the following questions:
On December 10, 2021, your company disclosed the announcement on the appointment of audit institutions in 2021 (hereinafter referred to as "announcement 1"), which shows that your company will not renew the appointment of Tianzhi international accounting firm (special general partnership) (hereinafter referred to as "Tianzhi international firm"), It is proposed to appoint ZTE caiguanghua Certified Public Accountants (special general partnership) (hereinafter referred to as "ZTE caiguanghua Institute") as the audit institution in 2021 for one year.
On February 17, 2022, your company disclosed the announcement on the proposed change of audit institution in 2021 (hereinafter referred to as "announcement 2"), which shows that after friendly communication with ZTE caiguanghua Institute, your company plans to hire Tianzhi International Institute as the audit institution in 2021.
Our department is concerned about the above matters.
1. Announcement 1 shows that the reason why your company will no longer renew the appointment of Tianzhi international and plans to hire ZTE caiguanghua as the audit institution in 2021 is "comprehensively considering and considering the actual situation of its own development and future service audit needs". Announcement 2 shows that, The reason why Tianzhi international was re appointed as the audit institution in 2021 was that "ZTE caiguanghua has heavy audit tasks and difficult personnel transfer, and Tianzhi international is familiar with the company's business". Please:
(1) Combined with the actual situation of its own development and future service audit demand and other factors, explain in detail the reasons for changing the audit institution in 2021 for the first time.
reply:
Before the first change of the audit institution in 2021, the company communicated with Tianzhi international about the annual audit. At that time, the original audit team of Shenzhen Branch of Tianzhi international changed greatly, the business of Shenzhen Branch was saturated, and the personnel were relatively tight. At the same time, due to the change of the actual controller of the company in recent years and the great change of the management, the company hopes to determine the audit institution as soon as possible. When Tianzhi international was unable to undertake it at that time, the company negotiated the annual audit with several audit institutions. After the comprehensive consideration of the company and in combination with its own actual situation, and after the deliberation of the audit committee of the company, the board of directors The general meeting of shareholders agreed to appoint ZTE caiguanghua as the company's audit institution in 2021. (2) Please specify whether the reasons for your company not to renew the appointment of Tianzhi International Institute and then re appoint it as the audit institution in 2021 are inconsistent, whether the actual situation of your company's own development and the demand for future service audit have changed significantly, and whether your company's decision to change accounting firms frequently within two months is prudent Whether there is sufficient evaluation and communication.
reply:
1、 Is there any inconsistency between the reasons why the company will not renew the appointment of Tianzhi international and reappoint it as the audit institution in 2021
In the early stage, the company will not renew the appointment of Tianzhi international as the audit institution in 2021, which is the true expression of intention after in-depth communication between the two sides. Due to the large changes in the original audit team of Tianzhi International Institute, the two sides failed to reach an intention of cooperation. The reason why he was reappointed was that he undertook the company's 2021 audit work as the Beijing General Office of ZTE caiguanghua Institute. The audit team members mainly came from Beijing and Tianjin. The impact of epidemic prevention and control in Beijing and Tianjin on the scheduling of auditors exceeded the expectation of the company and ZTE caiguanghua Institute. At the same time, after the announcement of salary adjustment in October 2021, Tianzhi international Shenzhen Branch recruited more personnel, with sufficient auditors, and the audit resources of Tianzhi international Shenzhen Branch are easier to deploy. The company changed the annual report audit institution again due to objective reasons. There is no contradiction between the reasons why the company will not renew the appointment of Tianzhi international and reappoint it as the audit institution in 2021.
2、 Whether the actual situation of the company's own development and future service audit needs have changed significantly: after the company disclosed the suspected large amount of capital outflow, it immediately started a comprehensive self-examination. Part of the work requires the cooperation of the audit institution, so the audit needs and required auditors increased accordingly. In view of the above situation, considering the urgency of time, ZTE caiguanghua is difficult to allocate sufficient personnel in time due to the impact of the epidemic. At the same time, considering that Tianzhi international has served the company for many years, is familiar with the company's business and has sufficient auditors, the company negotiated with Tianzhi international before obtaining the consent of ZTE caiguanghua, and finally reached a cooperation intention. Based on the current actual situation, the company's annual audit demand has increased, but the actual situation of the company's own development and future service audit demand have not changed significantly.
3、 Whether the company's decision to change accounting firms frequently within two months is prudent and whether it has conducted sufficient evaluation and communication:
The audit institution of the company's annual report has strictly performed the examination and approval procedures for relevant matters twice. The audit committee and the board of directors of the company have carefully reviewed the relevant materials and voted prudently. The company has fully communicated with Tianzhi international and ZTE Guanghua, and all parties have confirmed that they have no objection to the change.
(3) Combined with the two changes of accounting firms, explain in detail the rationality of the reasons for the two changes of accounting firms.
reply:
The first change was in view of the great changes in the personnel of the original service audit team of Tianzhi international and the saturation of the business of Shenzhen Branch. Based on the actual situation of the company's own development and the future service audit needs, the two sides failed to reach a cooperation intention at that time. The change of accounting firm again is really the reason why ZTE caiguanghua is affected by the epidemic prevention and control policies in Beijing and Tianjin, it is difficult to mobilize auditors, and it is expected that it will not be able to complete the company's audit work in 2021 on schedule. The above two changes in the accounting firm were caused by objective reality. Based on the objective judgment made by the company based on the objective situation at that time, the board of directors of the company considered that the reasons for the change were reasonable. However, the two changes of accounting firm do cause certain energy consumption and resource waste to the company. The company will carefully learn lessons and try to avoid similar events from happening again.
2. Please explain the specific contents and progress of the annual audit work carried out by ZTE caiguanghua, whether there are major differences between the management and ZTE caiguanghua on matters related to the annual audit, whether there are restrictions on the audit scope or other improper circumstances in the audit process, and ask ZTE caiguanghua to explain the specific reasons for the replacement Whether the above situation exists and whether the communication between the previous and subsequent accountants is well done.
reply:
Since the company's 2021 financial statements have not been prepared when the audit team of ZTE financial Guanghua Institute entered the site for audit, the audit work of ZTE financial Guanghua Institute on the company has not been actually carried out, the audit procedures implemented in the early stage are few, and the audit work conclusion has not been formed. In this process, there is no significant difference between the management of our company and ZTE financial Guanghua Institute on matters related to the audit of the annual report.
Reply of ZTE caiguanghua Institute:
The Shenzhen Qixin Group Co.Ltd(002781) audit team of ZTE caiguanghua Institute was stationed in Shenzhen Qixin Group Co.Ltd(002781) from January 5 to January 25, 2022 to carry out the audit work, mainly to collect the preliminary basic audit data:
1. Bank account opening information list and bank statement of some companies.
2. Credit investigation reports of some companies.
3. Sub ownership certificate and lease contract.
4. Some sales contracts and relevant materials.
Shenzhen Qixin Group Co.Ltd(002781) has not completed the preparation of 2021 financial statements by January 25, 2022. Due to the limited audit data obtained, ZTE caiguanghua audit project team has no audit differences on matters related to the annual audit. Since the project team responsible for Shenzhen Qixin Group Co.Ltd(002781) audit is mainly composed of employees from Beijing and Tianjin, considering the possible adverse impact of covid-19 epidemic on the follow-up annual audit at that time, after friendly negotiation with Shenzhen Qixin Group Co.Ltd(002781) and; At the same time, ZTE caiguanghua received and replied to the letter of communication between the accountants before and after Shenzhen Qixin Group Co.Ltd(002781) Tianzhi international.
3. Please explain whether Tianzhi international has fully understood and evaluated the work content and scope involved in the company's 2021 audit, whether it has fully understood the risks faced by the company, and whether it has carried out necessary communication with the former audit institution. If so, please explain the specific situation of evaluation and communication. At the same time, explain in detail whether there is sufficient time to ensure the smooth development of the annual audit project and the full implementation of key audit procedures in combination with your specific time, personnel arrangement and performance ability of the company's 2021 annual audit.
Reply from Tianzhi International:
In the process of undertaking the business of Shenzhen Qixin Group Co.Ltd(002781) , we performed the necessary due diligence and risk assessment procedures according to the internal quality control process and the relevant provisions of the auditing standards for Chinese certified public accountants, fully understood and assessed the work content and scope involved in the audit of Shenzhen Qixin Group Co.Ltd(002781) 2021 annual report, and fully considered the current risks faced by the company, According to the requirements of the audit standards, the communication procedures with the former certified public accountant were performed, and the professional competence of the members of the project team and the necessary time and resources were fully considered. （1） Work content and scope
The scope of work involved in the 2021 annual report audit includes the parent company and subsidiaries of Shenzhen Qixin Group Co.Ltd(002781) the company. According to the introduction and information obtained by the company, there are 21 units in the company's consolidation scope, including no new subsidiaries in 2021 and more than 10 units that did not carry out substantive business in 2021. The company's main business units are distributed in Shenzhen, Beijing, Jiangxi and other places. The company's main business is building decoration industry.
The work includes the following parts:
1. Audit of financial statements
Audit the balance sheet and consolidated balance sheet of Shenzhen Qixin Group Co.Ltd(002781) and its subsidiaries as of December 31, 2021, the income statement and consolidated income statement, cash flow statement and consolidated cash flow statement, statement of changes in owner's equity and consolidated statement of changes in owner's equity and notes to financial statements prepared in accordance with the accounting standards for business enterprises, and issue the audit report.
2. Special audit on the occupation of funds by related parties
Audit the non operating occupation of the company's funds by Shenzhen Qixin Group Co.Ltd(002781) controlling shareholders and other related parties, and issue a special audit report.
3. Assurance report of internal control
（2） Risks faced by the company
After understanding and investigation, we understand that the company faces the following main risks:
1. The company's net profit audited by our institute in 2020 was -571.86 million yuan. On January 29, 2022, the company's performance forecast predicted that the net profit in 2021 is expected to suffer a loss of - 90 million yuan to - 135 million yuan, and the company faces the risk of huge loss this year;
2. The company issued an announcement (No.: 2021111) on December 31, 2021, which suspected that there was an outflow of 130875 million yuan of large funds.
（3） Carry out necessary communication with previous audit institutions
We communicated with ZTE caiguanghua on the change of accounting firm and sent the communication letter with former certified public accountants to ZTE caiguanghua, the company's audit institution in 2021, in accordance with the audit standards. We communicated on the following issues:
1. Whether the integrity and integrity of the company are found;
2. Differences between your firm and the management of the company on major accounting, auditing and other issues;
3. The management fraud, violation of laws and regulations and noteworthy internal control defects notified by your firm to the management of the company;
4. Reasons for your resignation.
ZTE caiguanghua replied to the above questions without exception.
（4） Specific time arrangement, personnel arrangement and performance ability of the project
1. Specific time and personnel arrangement
According to our assessment of the company's business, scale and risks, and in combination with the communication with the former accountant, it is proposed to establish an audit team of about 20 people, which is divided into three audit teams, with 1-2 certified public accountants assigned to each group and 4-5 assistants at different levels. The on-site audit work and review work are carried out alternately. In the follow-up, according to the progress of project implementation, additional auditors such as certified public accountants will be sent to ensure the practice quality and complete the audit entrustment of the company on time. The specific audit time and schedule are as follows:
(1) From February 18, 2022 to February 20, 2022, formulate the overall audit strategy and specific audit plan according to the information obtained; Subsequently, the project responsible partner, the signing accountant, the project manager and the members of the project team held the project kick-off meeting together with the independent review partner.
(2) From February 21, 2022 to April 20, 2022, carry out field on-site audit (including level I and level II Review) and quality control review;
(3) From April 21, 2022 to April 26, 2022, finalize the audit report and issue the audit report;
(4) On April 28, 2022, the audited financial statements and audit report were announced.
2. Ability to perform duties
The project quality control reviewer, the project partner and the signing certified public accountant appointed by us have many years of experience in securities market service, including more than 15 years of working experience for the project quality control reviewer, more than 20 years of working experience for the project partner and more than 14 years of working experience for the signing and registration accountant. After internal communication among the project quality control reviewers, project partners and relevant personnel of certified public accountants, the Institute has organized more than 20 auditors with relevant experience (including 4 with CPA qualification). According to the business type and geographical distribution of the company, they are divided into three groups: Shenzhen group, Beijing group and Jiangxi group to carry out on-site audit at the same time, It ensures the smooth completion of the annual review project of Shenzhen Qixin Group Co.Ltd(002781) 2021.
To sum up, the exchange passed
