Securities code: Guangdong Jiaying Pharmaceutical Co.Ltd(002198) securities abbreviation: Guangdong Jiaying Pharmaceutical Co.Ltd(002198) Announcement No.: 2022011 Guangdong Jiaying Pharmaceutical Co.Ltd(002198)
Announcement on the proposed renewal of accounting firm
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Guangdong Jiaying Pharmaceutical Co.Ltd(002198) (hereinafter referred to as "the company") held the third meeting of the sixth board of directors on March 10, 2022, deliberated and adopted the proposal on the company's renewal of accounting firm. The company plans to renew the appointment of zhongxinghua accounting firm (special general partnership) (hereinafter referred to as "zhongxinghua firm") as the company's external audit institution in 2022, The matter still needs to be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows.
1、 Basic information of the accounting firm to be renewed
(I) institutional information
1. Basic information
Zhongxinghua certified public accountants was established in 1993 and was restructured into "zhongxinghua certified public accountants Co., Ltd." with the approval of the State Administration for Industry and Commerce in 2000. In 2009, Jiangsu Fuhua certified public accountants Co., Ltd. was absorbed and merged and renamed "ZTE huafuhua certified public accountants Co., Ltd.". In 2013, the company carried out partnership transformation, and the name of the transformed firm was "zhongxinghua Certified Public Accountants (special general partnership)". (1) Organization Name: zhongxinghua Certified Public Accountants (special general partnership);
(2) Date of establishment: 1993;
(3) Organizational form: special general partnership;
(4) Registered address: 20th floor, South Building, building 1, yard 20, Lize Road, Fengtai District, Beijing;
(5) Chief partner: Li Zunnong;
(6) Personnel information: at the end of last year, there were 146 partners, 791 certified public accountants and 449 certified public accountants who signed the audit report of securities service business.
(7) Business income: in 2020, the audited business income was 152351 million yuan, including 133493 million yuan from audit business and 3571593 million yuan from securities business;
(8) The annual reports of 80 listed companies were audited last year, and the industries involved by listed companies include manufacturing; Information transmission software and information technology and services; real estate Agriculture, forestry, animal husbandry and fishery The total audit fees for water conservancy, environment and public facilities management were 83.863 million yuan.
(9) Zhongxinghua has 3 audit clients of Listed Companies in the pharmaceutical manufacturing industry.
2. Investor protection ability
ZTE China has accrued 134892600 yuan of occupational risk fund, and the cumulative compensation limit of occupational insurance purchased is 150 million yuan. The provision of occupational risk fund and the purchase of occupational insurance comply with relevant regulations. Civil liability in civil litigation related to practice in recent three years:
Because Jiangsu Zhongxian Group Co., Ltd. issued an unqualified audit report on its financial situation from 2011 to 2013. Jiangsu credit re guarantee Group Co., Ltd. filed a lawsuit against Jiangsu Zhongxian Group Co., Ltd., Yuan Changsheng, Xia Baolong, Jianghai Securities Co., Ltd., zhongxinghua Certified Public Accountants (special general partnership), Jiangsu Shita law firm, etc. On June 28, 2021, the people's Court of Hanjiang District, Yangzhou City, Jiangsu Province ruled in the civil judgment (2019) Su 1003 minchu No. 9692 that ZTE was not liable for tort damages. Jiangsu credit re guarantee Group Co., Ltd. refused to accept the judgment and appealed to Jiangsu Yangzhou intermediate people's Court on July 23, 2021. At present, the case is under trial.
3. Integrity record
In the past three years, Xinghua has been subject to supervision and management measures six times and self-discipline supervision measures once for its practice behavior. 20 employees of ZTE China Institute have been subject to supervision and management measures for 20 times and self-discipline supervision measures for 2 times. (II) project information
1. Basic information
1) Project partner and signature certified public accountant: Huang Hui, a Chinese certified public accountant, has been engaged in audit work and securities service business for more than 3 years since 2013. He has successively provided annual audit and special audit services for companies such as Shenzhen Sunrise New Energy Co.Ltd(002256) ( Shenzhen Sunrise New Energy Co.Ltd(002256) ) and Youngy Co.Ltd(002192) ( Youngy Co.Ltd(002192) ), and has corresponding professional competence. 2) Certified public accountant signing the project: Xiao Guoqiang, a Chinese certified public accountant, has been engaged in audit work and securities service business for more than 10 years since 2003. He has successively provided annual audit and internal control audit services for Wens Foodstuff Group Co.Ltd(300498) ( Wens Foodstuff Group Co.Ltd(300498) ), Guangzhou Iron and Steel Co., Ltd. ( Guangzhou Guangri Stock Co.Ltd(600894) ) and other companies, with corresponding professional competence.
3) Reviewer of project quality control: Zhang Lidan, who became a certified public accountant in July 2015, began to engage in the audit of Listed Companies in 2016 and began to practice in the Institute in December 2021. Six listed companies have signed and reviewed in recent three years and have corresponding professional competence.
2. Integrity record
The project partner, the signing certified public accountant and the project quality control reviewer have not been subject to criminal punishment for their professional behavior in the past three years, have not been subject to administrative punishment, supervision and management measures of the CSRC and its dispatched offices and industry competent departments, and have not been subject to self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as stock exchanges and industry associations.
3. Independence
ZTE and its 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
The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to negotiate with ZTE to determine the relevant audit fees and sign an agreement according to the specific audit requirements and audit scope of the company in 2022, which does not rule out the possibility of failure to reach an agreement.
The relevant fees will be determined according to the number of working days required for the audit services provided by zhongxinghua and the charging standard of each working day, and with reference to the market price level. The number of working days shall be determined according to the nature and complexity of audit services; The charging standard of each working day shall be determined respectively according to the professional skill level of practitioners.
2、 Procedures to be performed by the accounting firm to be renewed
1. Performance of audit committee
At the fifth meeting of the audit committee of the sixth board of directors held on February 28, 2022, the company deliberated and adopted the proposal on recommending the renewal of the appointment of accounting firm to the board of directors.
The Audit Committee believes that zhongxinghua has rich experience in the audit of listed companies and has provided audit services for the company for two consecutive years. During the annual audit in 2021, the certified public accountants engaged in the annual audit in strict accordance with relevant laws and regulations, attached importance to understanding the company's operation, understanding the company's financial management system and relevant internal control system, timely communicated with the audit committee of the board of directors, independent directors and senior managers of the company, and better completed the audit of the annual report in 2021.
The audit committee agreed to recommend to the board of directors the reappointment of zhongxinghua as the company's external auditor in 2022.
2. Prior approval and independent opinions of independent directors
(1) Prior approval opinions of independent directors: After reviewing the qualification certificates and other relevant proposal materials of ZTE, we believe that ZTE has the practice qualification of securities, futures and other related businesses, recognizes the experience and ability of ZTE to provide audit services for listed companies, and meets the requirements of the company's audit work in 2022. The company's proposed renewal of the accounting firm is in line with the actual situation and business development needs of the company and the relevant provisions of relevant laws, regulations and the articles of association. We agree to submit the proposal on the renewal of the accounting firm to the board of directors for deliberation.
(2) Independent opinions of independent directors: ZTE has the practicing qualification of securities and futures related businesses approved by the CSRC, has the experience of providing audit services for listed companies, and has sufficient independence, professional competence and investor protection ability. Since being employed as the company's external audit institution, the company has adhered to the independent audit standards, diligently fulfilled the responsibilities and obligations stipulated by both parties, and the audit report issued for the company objectively and fairly reflected the company's financial status and operating results. The procedures for the company to renew the appointment of zhongxinghua Institute comply with the relevant provisions of relevant laws and regulations, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree to the company's proposal to renew the appointment of zhongxinghua as the company's audit institution in 2022, and agree to submit this proposal to the company's general meeting of shareholders for deliberation.
3. Deliberations of the board of directors
The company held the third meeting of the sixth board of directors on March 10, 2022, and adopted the proposal on the renewal of the company's accounting firm with 7 affirmative votes, 0 negative votes and 0 abstention. The board of directors agreed to renew the appointment of zhongxinghua as the company's external audit institution in 2022 and agreed to submit the proposal to the general meeting of shareholders for deliberation.
4. Effective date
The proposed 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.
4、 Documents for future reference
1. Resolution of the third meeting of the sixth board of directors;
3. Prior approval opinions of independent directors on the company's renewal of accounting firm; 4. Independent opinions of independent directors on matters related to the third meeting of the sixth board of directors; 5. Statement of zhongxinghua Certified Public Accountants (special general partnership) on its basic information. It is hereby announced.
Guangdong Jiaying Pharmaceutical Co.Ltd(002198) board of directors
March 10, 2022
