Securities code: 002306 securities abbreviation: Cloud Live Technology Group Co.Ltd(002306) Announcement No.: 2022-002 Cloud Live Technology Group Co.Ltd(002306)
Announcement on the proposed appointment of accounting firm
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.
Special tips:
1. Name of the accounting firm to be employed: Lixin Zhonglian accounting firm (special general partnership) (hereinafter referred to as "Lixin Zhonglian").
2. Name of former accounting firm: Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as "Dahua certified public accountants").
3. Reasons for the proposed change of accounting firm: due to the expiration of the contract period with Dahua accounting firm, a former accounting firm, and considering the actual situation of the company's future business development and audit needs, in order to ensure the smooth progress of the annual audit, the company plans to appoint Lixin Zhonglian as the company's 2021 financial statements and internal control audit institution for one year. The company has fully communicated with the previous and subsequent accounting firms on this matter, and both parties have clearly known the matter and confirmed that they have no objection.
4. The audit committee, independent directors and the board of directors of the company have no objection to the proposed appointment of the accounting firm.
Cloud Live Technology Group Co.Ltd(002306) (hereinafter referred to as "the company") held the 14th (Interim) meeting of the Fifth Board of directors in 2021 on December 31, 2021, deliberated and adopted the proposal on the proposed appointment of accounting firm, and proposed to appoint Lixin Zoomlion as the company's financial statements and internal control audit institution in 2021. The specific situation is hereby announced as follows:
1、 Basic information of the accounting firm to be employed
Organization Name: Lixin Zhonglian Certified Public Accountants (special general partnership)
(i) Institutional information
1. Basic information
Organization Name: Lixin Zhonglian Certified Public Accountants (special general partnership)
Date of establishment: October 31, 2013 (transformed and established by Lixin Zhonglian Mindu certified public accountants Co., Ltd.)
Organization form: special general partnership accounting firm
Registered address: 1-1-2205-1, North Zone of financial and Trade Center, No. 6865, Asia Road, Tianjin pilot free trade zone (Dongjiang Bonded Port Area)
Chief partner: Li Jincai
Number of partners at the end of 2020: 40
Number of certified public accountants by the end of 2020: 327
Certified public accountants who have signed the audit report of securities service business: 112
Total audited revenue in 2020: 300.1301 million yuan
Audit income: 227739500 yuan
Securities business income: 122.7062 million yuan
Audit of annual reports of Listed Companies in 2020
Number: 20
Audit fee: 23.246 million yuan
Audit clients of Listed Companies in the same industry of Lixin Zhonglian: 0
Main industries: manufacturing, power, heat, gas and water production and supply, real estate, scientific research and technical services, information transmission, software and information technology services, etc.
2. Investor protection capacity
By the end of 2020, Lixin Zhonglian Certified Public Accountants (special general partnership) had withdrawn the balance of occupational risk fund of RMB 19.927 million, and the cumulative compensation limit for purchasing professional liability insurance for certified public accountants was RMB 60 million; The withdrawal of occupational risk fund and the purchase of occupational liability insurance comply with relevant regulations.
Lixin Zhonglian Certified Public Accountants (special general partnership) has not undertaken civil liability in civil litigation related to practice in recent three years.
3. Integrity record
In recent three years, Lixin Zhonglian Certified Public Accountants (special general partnership) has been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 7 times, self-discipline supervision measures 0 times and disciplinary punishment 0 times for its practice. In the past three years, employees have been subject to supervision and management measures for practice for 7 times, involving 12 persons. There is no case of criminal punishment, administrative punishment and self-discipline supervision measures for practice.
（2） Project information
1. Basic information
Project partner to be signed: Dongsong
He became a certified public accountant in 1998, began to audit listed companies in 2009, began to practice in Lixin Zhonglian Certified Public Accountants (special general partnership) in 2013, began to provide audit services for Cloud Live Technology Group Co.Ltd(002306) in 2021, and signed one audit report of Listed Companies in recent three years.
Certified public accountant to be signed: he Xiaoxia
He became a certified public accountant in 2017, began to audit listed companies in 2017, began to practice in Lixin Zhonglian Certified Public Accountants (special general partnership) in 2014, began to provide audit services for Cloud Live Technology Group Co.Ltd(002306) in 2021, and has not signed the report of Listed Companies in recent three years.
Proposed quality control reviewer: Yang Mingshu
He became a certified public accountant in 2006, began to audit and review listed companies in 2008, began to practice in Lixin Zhonglian Certified Public Accountants (special general partnership) in 2018, and reviewed the annual report audit projects of several listed companies in recent three years.
2. Integrity record
See the following table for the details of the criminal punishment, administrative punishment, supervision and management measures by the CSRC, its dispatched offices and industry competent departments, and self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as securities trading places and industry associations in the past three years for the project partners, signed certified public accountants and project quality control reviewers:
Implementation of punishment procedure
Name cause and punishment
Date type unit
Subject matter: violation of Articles 52 and 53 of the administrative measures for the supervision and regulation of Fujian Information Disclosure by listed companies 1 Dongsong in June 2021 (order of the CSRC No. 4011, regulatory measures of the CSRC no. of the CSRC). Punishment type: issuance of warning letter
In addition to the above personnel, other personnel have no records of criminal punishment, administrative punishment, other supervision and management measures, self-discipline supervision measures and disciplinary sanctions in recent three years.
3. Independence
There are no circumstances that may affect the independence requirements of the code of professional ethics for Chinese certified public accountants, such as Lixin Zhonglian Certified Public Accountants (special general partnership), project partners, signing certified public accountants, project quality control reviewers, etc.
4. Audit fees
The final audit fee for this year will be determined according to the company's business scale, industry and complexity of accounting treatment, and in combination with the auditors required for the company's annual audit, the workload invested and the fee standard of the firm.
2、 Description of matters to be changed in the accounting firm
(i) Previous accounting firms and audit opinions of the previous year
The former auditor of the company is Dahua certified public accountants, and the audit opinion of the previous year is a standard unqualified opinion. The company does not dismiss the former accounting firm after entrusting the former accounting firm to carry out some audit work.
（2） Reasons for proposed change of accounting firm
Due to the expiration of the contract period with Dahua certified public accountants, a former accounting firm, and considering the actual situation of the company's future business development and audit needs, in order to ensure the smooth progress of the annual audit, the company plans to appoint Lixin Zhonglian as the company's 2021 financial statements and internal control audit institution for one year, The general meeting of shareholders shall authorize the company's management to determine the audit fees and sign relevant service agreements according to the actual audit business scope and market price level.
（3） Communication between the listed company and previous accounting firms
The company has fully communicated with the former audit institution Dahua Certified Public Accountants on the appointment, and obtained its understanding and support. Dahua certified public accountants has clearly known the change and confirmed that it has no objection. In addition, the company also communicated with Lixin Zoomlion, which has clearly known the matter and confirmed that it has no objection. The previous and subsequent accounting firms will do 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.
3、 Procedures to be performed by the proposed accounting firm
1. Opinions of the audit committee of the board of directors
The audit committee of the board of directors of the company has fully understood and reviewed the letter Zoomlion, considers that it has the qualification requirements to provide audit services for the company and can meet the experience and ability to provide audit services for the future development of the company, agrees to appoint Lixin Zoomlion as the financial statements and internal control audit institution of the company in 2021, and submits the proposal to the board of directors of the company for deliberation.
2. Prior approval opinions and independent opinions of independent directors
(1) Prior approval opinions of independent directors
Upon verification, Lixin Zoomlion has the qualification for securities, futures and other related businesses, has the experience and ability to provide audit services for listed companies, can provide fair and fair audit services for the company, can objectively evaluate the company's financial status and operating results, and meet the requirements of the company's financial audit in 2021. In conclusion, we agree to employ Lixin Zoomlion as the company's financial statements and internal control audit institution in 2021, and agree to submit the proposal on the proposed appointment of accounting firm to the 14th (Interim) meeting of the Fifth Board of directors of the company in 2021 for deliberation.
(2) Opinions of independent directors
Upon examination, Lixin Zoomlion has the qualification for securities and futures related businesses, experience in providing audit services for listed companies, and sufficient independence, professional competence and investor protection ability. The review and decision-making procedures of the audit institution to be appointed by the company comply with the relevant provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. It is agreed that the company intends to appoint Lixin Zhonglian as the financial statement and internal control audit institution of 2021, and it is agreed to submit this proposal to the general meeting of shareholders for deliberation.
In conclusion, the independent directors agreed to appoint Lixin Zoomlion as the financial statement and internal control audit institution of 2021, and agreed that the board of directors would submit the proposal to the general meeting of shareholders for deliberation.
3. Consideration and voting of proposals by the board of directors
At the 14th (Interim) meeting of the Fifth Board of directors in 2021, the proposal on the proposed appointment of an accounting firm was deliberated and adopted with 8 votes in favor, 0 against and 0 abstention. It was agreed to employ Lixin Zoomlion as the financial statements and internal control audit institution of 2021 for a period of one year, The general meeting of shareholders shall authorize the company's management to determine the audit fees and sign relevant service agreements according to the actual audit business scope and market price level.
4. Effective date
The appointment of an accounting firm needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and will take effect from the date of deliberation and approval by the general meeting of the company.
4、 Documents for future reference
1. Review by the audit committee of the board of directors of the company;
2. Resolutions of the 14th (Interim) meeting of the Fifth Board of directors in 2021;
3. Prior approval opinions of independent directors of the company on the proposed appointment of accounting firm;
4. Independent opinions of the company's independent directors on the proposed appointment of an accounting firm;
5. The business license of the proposed accounting firm, the information and contact information of the main person in charge and the contact person of the regulatory business, and the ID card, license and contact information of the signing certified public accountant to be responsible for the specific audit business.
It is hereby announced.
Cloud Live Technology Group Co.Ltd(002306) board of directors January 1, 2022
