Securities code: Beijing North Star Company Limited(601588) securities abbreviation: Beichen industry Announcement No.: pro 2022009 bond Code: 151419 bond abbreviation: 19 Beichen F1
Bond Code: 162972 bond abbreviation: 20 Beichen 01
Bond Code: 188461 bond abbreviation: 21 Beichen G1
Bond Code: 185114 bond abbreviation: 21 Beichen G2
Beijing North Star Company Limited(601588)
Announcement on the renewal of accounting firm
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content: name of domestic accounting firm to be renewed: PricewaterhouseCoopers Zhongtian accounting firm (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”) name of overseas accounting firm to be renewed: PricewaterhouseCoopers Yongdao accounting firm (hereinafter referred to as “PricewaterhouseCoopers Yongdao”)
Beijing North Star Company Limited(601588) (hereinafter referred to as “the company”) held the 32nd meeting of the 9th board of directors on March 16, 2022, and deliberated and adopted the proposal on renewing the appointment of accounting firm in 2022. The company will renew the appointment of PWC Zhongtian and Luo Bingxian Yongdao as domestic and international auditors of the company in 2022, which needs to be submitted to the annual general meeting of shareholders of the company in 2021 for deliberation. The relevant matters are hereby announced as follows: I. Basic information of the proposed accounting firm
(I) PwC Zhongtian
1. Institutional information
(1) Basic information
PricewaterhouseCoopers Zhongtian was formerly known as PricewaterhouseCoopers Dahua certified public accountants, which was established on March 28, 1993. With approval, it was renamed PricewaterhouseCoopers Zhongtian certified public accountants Co., Ltd; By December 2012
Approved by the Ministry of Finance on CAI kuaihan [2012] No. 52 on January 24, 2013, it was transformed into PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership). The registered address is room 01, unit 507, DBS building, 1318 Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Ring Road, China (Shanghai) pilot free trade zone.
PricewaterhouseCoopers Zhongtian is a member organization of PricewaterhouseCoopers international network. It has the practice certificate of accounting firm and the qualification to engage in the audit business of H-share enterprises. At the same time, it is also an accounting firm with the qualification of securities and futures related business approved by the Ministry of Finance and the CSRC. In addition, PwC Zhongtian is also registered with us PCAOB (American public company accounting oversight board) and UK FRC (UK financial reporting office) to engage in relevant audit business. PwC Zhongtian has rich experience in securities business and good professional service ability.
The chief partner of PricewaterhouseCoopers Zhongtian is Li Dan. As of December 31, 2021, the number of PWC Zhongtian partners was 257 and the number of certified public accountants was 1401, including 346 certified public accountants who have signed the audit report of securities service business since 2013.
In the latest fiscal year (2020) audited by PwC Zhongtian, the total revenue was RMB 6.115 billion, the audit revenue was RMB 5.692 billion and the securities business revenue was RMB 2.861 billion.
PwC Zhongtian has 103 audit clients for the financial statements of A-share listed companies in 2020, and the total audit fees of A-share listed companies are RMB 584 million. The main industries include manufacturing, finance, transportation, warehousing and postal services, real estate, wholesale and retail sales, and a total of 6 audit clients of A-share listed companies in the real estate industry.
(2) Investor protection ability
In terms of investor protection ability, PwC Zhongtian has taken out occupational insurance in accordance with relevant laws and regulations. The sum of the cumulative compensation limit of occupational insurance and occupational risk fund exceeds 200 million yuan. The withdrawal of occupational risk fund or the purchase of occupational insurance comply with relevant regulations. PwC Zhongtian has not undertaken civil liability in relevant civil proceedings due to its practice in recent three years.
(3) Integrity record
PricewaterhouseCoopers Zhongtian and its employees have not been subject to criminal punishment, administrative punishment, self-discipline supervision measures and disciplinary sanctions of stock exchanges, industry associations and other self-discipline organizations for practicing behavior in recent three years; PwC Zhongtian has not been subject to the administrative supervision measures of the CSRC and its dispatched offices due to its practice. The four junior employees of PricewaterhouseCoopers Zhongtian received a warning letter from Shanghai Securities Regulatory Bureau in 2019 because their personal investment behavior violated the relevant provisions on independence. The above personal behavior did not affect the effectiveness of PricewaterhouseCoopers Zhongtian quality control system or the practice quality of audit projects. The four employees subsequently resigned from PricewaterhouseCoopers Zhongtian. According to relevant laws and regulations, the above administrative supervision measures will not affect PwC Zhongtian to continue to undertake or execute securities service business and other businesses.
2. Project information
(1) Basic information
Project partner and signed CPA: Mr. Peng Xiaofeng, a practicing member of the Institute of certified public accountants, became a certified public accountant in 2000 and began to engage in the audit of listed companies. He provided audit services for the company from 2012 to 2013 and from 2020 to 2021. He began to practice at PricewaterhouseCoopers Zhongtian in 2000 and has signed an audit report of a listed company in recent three years.
Quality review partner: Mr. Liu Lei, a practicing member of the Institute of certified public accountants, became a certified public accountant in 2000 and began to engage in the audit of listed companies. He provided audit services for the company in 2006, 20102014 and 20202021. He began to practice in Puhua Yongdao Zhongtian since 1998 and has signed or reviewed the audit reports of 10 listed companies in recent three years.
Signature certified public accountant: Ms. Zhang Meili, a practicing member of the Institute of certified public accountants, became a certified public accountant in 2015 and began to engage in the audit of listed companies. She provided audit services for the company in 2019 and 2021. She began to practice in PwC Zhongtian in 2012 and has not signed the audit report of Listed Companies in recent three years.
(2) Integrity record
For PwC Zhongtian to be employed as the company’s audit institution in 2022, Mr. Peng Xiaofeng, the project partner and the signing certified public accountant, Mr. Liu Lei, the quality review partner and Ms. Zhang Meili, the signing certified public accountant, have not been subject to any criminal and administrative punishment in the past three years, have not been subject to the administrative supervision and management measures of the securities regulatory authority due to their practice, and have not been subject to the supervision and management measures of the stock exchange Self regulatory measures and disciplinary actions of self regulatory organizations such as industry associations.
(3) Independence
As for PwC Zhongtian to be employed as the company’s auditor in 2022, there is no situation that may affect the independence of PWC Zhongtian, Mr. Peng Xiaofeng, the project partner and the signing certified public accountant, Mr. Liu Lei, the quality review partner and Ms. Zhang Meili, the signing certified public accountant.
(II) Luo Bingxian Yongdao
1. Basic information
Luo Bingxian Yongdao is a partnership accounting firm registered in Hong Kong. Its history can be traced back to 1902. Both PwC Zhongtian and PwC Zhongtian are members of the international network of PWC International Limited. Their registered address is 22 / F, Prince Edward building, 5 Xuechang street, central, Hong Kong. Their business scope includes audit assurance business, consulting business, M & a business, risk assurance business, tax consulting, etc.
On December 31, 2021, the number of partners of PricewaterhouseCoopers exceeded 260 and the number of Hong Kong certified public accountants exceeded 700.
Since October 1, 2019, PricewaterhouseCoopers has been registered as an auditor of public interest entities in accordance with the financial reporting Bureau ordinance of Hong Kong. In addition, Luo Bingxian Yongdao was approved by the Ministry of finance of the people’s Republic of China to obtain the temporary audit business license of overseas accounting firms in China. Luo Bingxian Yongdao’s 2020 financial statement audit clients of listed companies mainly include manufacturing, finance, transportation, warehousing and postal services, accommodation and catering, real estate, wholesale and retail, scientific research and technical services, etc.
2. Investor protection ability
Luo Bingxian Yongdao has taken out appropriate professional liability insurance to cover reasonable risks arising from the professional services provided by Luo Bingxian Yongdao. Luo Bingxian Yongdao has not undertaken civil liability in relevant civil proceedings due to his practice in recent three years.
3. Integrity, record and independence
The practice quality inspection in the last three years has not found any matters that have a significant impact on the audit business of Luo Bingxian Yongdao. As for the company’s proposed employment as the auditor in 2022, Luo Bingxian Yongdao does not exist under the requirements of the international code of ethics for Accountants issued by the International Council for professional ethics for Accountants (iesba), which may affect its independence.
(III) audit fees
If the audit scope in 2022 is consistent with that in 2021, the service fees of PricewaterhouseCoopers Zhongtian and PricewaterhouseCoopers in 2022 will not exceed the total service fees paid by the company in 2021. If the audit scope in 2022 changes, the company will separately negotiate with them on relevant service fees (the audit and review service fees of the company’s A-share and H-share financial reports in 2021 are RMB 7.73 million (including tax), The cost of internal control audit is 810000 yuan (including tax), with a total of 8.54 million yuan (including tax), which is unchanged from that of the previous year. The audit expense budget is mainly determined based on the audit scope of the company’s business and the estimated workload of the accounting firm. 2、 Procedures to be performed by the accounting firm to be renewed
(I) opinions of the audit committee of the board of directors
On March 16, 2022, the second meeting of the audit committee of the board of directors of the company in 2022 considered the proposal on the renewal of the appointment of accounting firms in 2022. All members of the Committee fully understood and examined the professional competence, investor protection ability, independence and integrity of the accounting firm to be reappointed, and believed that PwC Zhongtian and Luo Bingxian Yongdao have the professional qualification to engage in audit work, have the experience in performing securities service business, and can independently, objectively and fairly evaluate the financial status and operating results of the company during the period of providing audit services for the company, It reflects good professional ethics and professional ability, and the audit conclusion conforms to the actual situation of the company. There is no damage to the legitimate rights and interests of the company, its shareholders and small and medium-sized investors, which meets the requirements of the company’s audit work. It is agreed to submit the proposal of renewing the appointment of the accounting firm to the board of directors of the company for deliberation.
(II) prior approval and independent opinions of independent directors
The prior approval opinions of the independent directors on the matter are as follows:
During the period of providing audit services for the company, PwC Zhongtian and Luo Bingxian Yongdao can perform their duties in accordance with independent, objective and impartial professional standards, and comply with regulatory regulations in terms of professional qualification, professional competence, investor protection ability, independence and integrity. We agree to renew the employment of PricewaterhouseCoopers Zhongtian and Luo Bingxian Yongdao as the company’s domestic and international auditors in 2022. If the audit scope in 2022 is consistent with that in 2021, the service fee in 2022 shall not exceed the total service fee paid by the company in 2021. If the audit scope in 2022 changes, the company will negotiate the relevant service fee separately. It is agreed to submit the proposal of renewing the appointment of the accounting firm to the board of directors of the company for deliberation.
The independent opinions of the independent directors on this matter are as follows:
According to the comprehensive evaluation of the proposed institution, PwC Zhongtian and Luo Bingxian Yongdao can perform their duties in accordance with the independent, objective and fair professional standards, and comply with the regulatory regulations in terms of professional qualification, professional competence, investor protection ability, independence and integrity; The selection and employment decision-making procedure shall comply with the provisions of relevant laws, regulations, normative documents and the articles of association. Agree to renew the appointment of PricewaterhouseCoopers Zhongtian and Luo Bingxian Yongdao as domestic and international auditors of the company in 2022, and agree to submit the proposal on the renewal of the accounting firm to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberations of the board of directors
On March 16, 2022, the 32nd meeting of the ninth board of directors of the company deliberated and adopted the proposal on renewing the appointment of accounting firms in 2022 with 8 affirmative votes, 0 negative votes and 0 abstention.
(IV) effective date
The matter of renewing the appointment of the accounting firm needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and effective from the date of deliberation and approval by the general meeting of shareholders.
It is hereby announced.
Beijing North Star Company Limited(601588)
Board of directors
March 17, 2022
