Securities code: 301027 securities abbreviation: Hualan Group Co.Ltd(301027) Announcement No.: 2022-005 Hualan Group Co.Ltd(301027)
Announcement of the proposed 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.
Hualan Group Co.Ltd(301027) (hereinafter referred to as "the company") convened the 27th meeting of the third board of directors and the 12th meeting of the third board of supervisors on January 5, 2022, and deliberated and adopted the proposal on hiring an accounting firm in 2021. The board of directors and the board of supervisors of the company agreed to appoint Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as "Tianzhi international") as the audit institution of the company in 2021. The appointment of an accounting firm needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows: I. description of the appointment of an accounting firm
The company originally hired Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as "Tianjian certified public accountants") to provide IPO audit services for the company. In view of the expiration of the service contract between the company and Tianjian certified public accountants, taking into account the company's future business development and cooperation needs, after comprehensive evaluation, the audit committee of the board of directors of the company proposes to hire Tianzhi international as the company's audit institution in 2021.
After verification by the audit committee of the board of directors, the board of directors and the board of supervisors respectively deliberated and approved, the company plans to hire Tianzhi international as the company's audit institution in 2021. The employment period will take effect from the date of deliberation and approval by the general meeting of shareholders, and the total audit fee in 2021 is 580000 yuan. Independent directors have expressed their prior approval opinions and unanimous independent opinions.
2、 Basic information of the accounting firm to be employed
(i) Institutional information
1. Basic information
Founded in December 1988 and headquartered in Beijing, Tianzhi international is a super large comprehensive consulting organization focusing on audit and assurance, capital market services, management consulting, government affairs consulting, tax services, legal affairs and liquidation, information technology consulting, engineering consulting and enterprise valuation.
The chief partner of Tianzhi international is Qiu Jingzhi, whose registered address is area A-1 and a-5, building 68, No. 19, Chegongzhuang West Road, Haidian District, Beijing. The organizational form is special general partnership.
Tianzhi international has obtained the practice certificate issued by the Beijing Municipal Bureau of finance. It is one of the first batch in China to obtain the qualification of securities and futures related business, be approved to engage in the audit business of super large state-owned enterprises, obtain the qualification of financial audit and obtain the qualification of Accounting judicial appraisal, And one of the accounting firms that have obtained the security and confidentiality qualification of military secret related business consulting services and other national highest professional qualifications for qualification management, and are registered with PCAOB in the United States. Tianzhi international has been engaged in securities service business for more than 20 years.
As of December 31, 2020, Tianzhi international has 58 partners, 1254 certified public accountants and more than 450 certified public accountants who have signed the audit report of securities service business.
In 2020, the total audited revenue of Tianzhi international was 2.228 billion yuan, the audit business revenue was 1.693 billion yuan and the securities business revenue was 813 million yuan. In 2020, there were 185 audit clients of listed companies, and the main industries (industries of CSRC, the same below) include manufacturing, information transmission, software and information technology services, power, heat, gas and water production and supply, transportation, warehousing and postal services, real estate, etc. the total audit fees were 207 million yuan, and the company had one audit client of Listed Companies in the same industry.
2. Investor protection capacity
In accordance with relevant laws and regulations, Tianzhi international has accrued full amount of occupational risk fund in previous years, and the cumulative compensation limit of accrued occupational risk fund and purchased occupational insurance shall not be less than 80 million yuan. The withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations. In recent three years (from 2018, 2019, 2020 and the beginning of 2021 to the date of this meeting, the same below), Tianzhi international has not borne civil liability in relevant civil proceedings due to its practice.
3. Integrity record
In recent three years, Tianzhi international has received 0 criminal punishment, 0 administrative punishment, 7 Supervision and management measures, 0 self regulatory measures and 0 disciplinary sanctions for its practice. In the past three years, employees have been subject to supervision and management measures for practice for 6 times, involving 16 persons. There is no case of criminal punishment, administrative punishment and self-discipline supervision measures for practice.
（2） Project information
1. Basic information
The basic information of the project partner, signature certified public accountant and project quality control reviewer is as follows:
Project partner and signed CPA: Li Ming, who became a CPA in 2001, started audit services in 2001, signed 3 audit reports of Listed Companies in recent three years and reviewed 3 audit reports of Listed Companies in recent three years.
Signature certified public accountant: Zhang Weifan, who became a certified public accountant in 2018, began to engage in the audit of Listed Companies in 2014, began to practice in Tianzhi international in 2014, began to provide audit services for the company in 2021, signed 2 audit reports of Listed Companies in recent three years and reviewed 0 audit reports of Listed Companies in recent three years.
Reviewer of project quality control: Wang Jun, who became a certified public accountant in 1998, began to audit listed companies in 2005, began to practice in Tianzhi international in 2000, and reviewed no less than 20 audit reports of Listed Companies in recent three years.
2. Integrity record
In the past three years, the project partner, the signing certified public accountant and the project quality control reviewer have not been subject to criminal punishment due to their professional behavior, administrative punishment and supervision 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 stock exchanges and industry associations.
3. Independence
There are no circumstances that may affect the independence of Tianzhi international, project partners, signing certified public accountants and project quality control reviewers.
4. Audit fees
The audit service charge of Tianzhi international is determined according to the business responsibility, complexity, work requirements, required working conditions and working hours, as well as the professional knowledge and working experience invested by staff at all levels who actually participate in the business. The total audit cost in 2021 is 580000 yuan.
3、 Description of the proposed accounting firm
(i) Previous accounting firms
Tianjian certified public accountants, the original audit institution of the company, provided IPO audit services for the company and issued a standard unqualified audit report for 2020. At present, the contract has expired. After listing, the company has not hired an accounting firm to provide audit services.
（2） Reasons for hiring an accounting firm
The company originally hired Tianjian certified public accountants to provide IPO audit services for the company. In view of the expiration of the service contract between the company and Tianjian certified public accountants, taking into account the company's future business development and cooperation needs, after comprehensive evaluation, the audit committee of the board of directors of the company proposes to hire Tianzhi international as the company's audit institution in 2021. 4、 Procedures to be performed by the proposed accounting firm
(i) Deliberations of the board of Auditors
The audit committee of the board of directors of the company has fully understood Tianzhi international, consulted relevant qualification certificates and relevant information of Tianzhi international, recognized Tianzhi International's independence, professional competence and investor protection ability, and considered that Tianzhi international has the professional competence and qualification of audit and is in good faith, Agree to appoint Tianzhi international as the company's audit institution in 2021 and submit it to the company's board of directors for deliberation.
（2） Prior approval opinions of independent directors
After carefully reviewing the relevant materials of the proposal on hiring an accounting firm in 2021 submitted by the board of directors in advance, we believe that Tianzhi international accounting firm (special general partnership) (hereinafter referred to as "Tianzhi international") as the audit institution of the company, can adhere to independent audit with a fair and objective attitude, and has good professional ethics and ability to perform its duties, Be able to meet the work requirements of the company's financial audit in 2021. The institution can independently audit the company's financial situation, which is conducive to protecting the interests of listed companies and other shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company will appoint Tianzhi international as the accounting firm of the company in 2021, and agree to submit this proposal to the board of directors for deliberation.
（3） Independent opinions of independent directors
Upon review, the independent directors believe that Tianzhi international has the qualification for auditing securities and futures related businesses, has rich experience and professional quality in providing audit services for listed companies, and has sufficient independence, professional competence, investor protection ability and good credit record. The company's appointment of an accounting firm complies with relevant laws and regulations and does not harm the interests of the company and shareholders, especially minority shareholders. Therefore, we unanimously agree to appoint Tianzhi international as the company's audit institution in 2021, and agree to submit the proposal to the company's general meeting of shareholders for deliberation.
（4） Deliberations of the board of directors
The company held the 27th meeting of the third board of directors, deliberated and approved the proposal on hiring an accounting firm in 2021, and agreed to appoint Tianzhi international as the company's audit institution in 2021. The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
（5） Deliberations of the board of supervisors
The company held the 12th meeting of the third board of supervisors, deliberated and approved the proposal on hiring an accounting firm in 2021, and agreed to appoint Tianzhi international as the company's audit institution in 2021.
（6） Effective date
The appointment of an accounting firm needs to be submitted to the general meeting of shareholders of the company for deliberation, and shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
5、 Documents for future reference
1. Resolutions of the 27th meeting of the third board of directors;
2. Resolutions of the 12th meeting of the 3rd board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 27th meeting of the third board of directors; 4. Independent opinions of independent directors on matters related to the 27th meeting of the third board of directors;
5. Supporting documents on the performance of the Audit Committee;
6. Basic information of Tianzhi International Certified Public Accountants (special general partnership).
It is hereby announced.
Hualan Group Co.Ltd(301027) board of directors January 5, 2022
