A-share securities code: Shanghai Fudan Microelectronics Group Co.Ltd(688385) securities abbreviation: Shanghai Fudan Microelectronics Group Co.Ltd(688385) Announcement No.: 2022012 Hong Kong stock securities code: 01385 securities abbreviation: Shanghai Fudan
Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Announcement on re employment 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 announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the accounting firm to be renewed: Ernst & Young Huaming accounting firm (special general partnership). In this announcement, "auditor", "auditor" and "audit institution" have the same meanings as "accounting firm".
This proposal still needs to be submitted to Shanghai Fudan Microelectronics Group Co.Ltd(688385) 2021 annual general meeting of shareholders for deliberation.
1、 Basic information of the accounting firm to be renewed
(I) institutional information
1. Basic information. Ernst & Young Huaming Certified Public Accountants (special general partnership), hereinafter referred to as "Ernst & Young Huaming", was established in September 1992, completed the localization transformation in August 2012, and transformed from a Sino foreign cooperative limited liability firm to a special general partnership firm. Ernst & Young Huaming is headquartered in Beijing and its registered address is room 01-12, 17th floor, Ernst & Young building, Oriental Plaza, No. 1, East Chang'an Street, Dongcheng District, Beijing. By the end of 2021, it has 203 partners, and the chief partner is Mr. Mao Anning. An Yonghua Ming has always paid attention to talent training. By the end of 2021, it has 1604 certified public accountants, including more than 1300 certified public accountants with experience in securities related business services, and more than 400 certified public accountants who have signed the audit report of securities service business. The total business income of Ernst & Young Huaming in 2020 was RMB 4.76 billion, including audit business income of RMB 4.589 billion and securities business income of RMB 2.146 billion. In 2020, there were 100 annual report audit clients of A-share listed companies, with a total charge of RMB 824 million. The main industries of these listed companies involve manufacturing, finance, wholesale and retail, information transmission, software and information technology services, real estate, etc. The company has 5 audit clients of Listed Companies in the same industry.
2. Investor protection ability. Ernst & Young Huaming has good investor protection ability, and has withdrawn occupational risk fund and purchased occupational insurance in accordance with relevant laws and regulations, covering Beijing head office and all branches. The sum of the accrued occupational risk fund and the purchased occupational insurance cumulative compensation limit exceeds 200 million yuan. Ernst & Young Huaming has not borne any civil liability due to civil litigation related to practice in recent three years.
3. Integrity record. Ernst & Young Huaming and its employees have not been subject to any criminal punishment or administrative punishment due to their professional behavior in recent three years, as well as the self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as stock exchanges and industry associations. It has twice received the decision of warning letter measures issued by the securities regulatory authority, involving 13 employees. The aforesaid decision to issue a warning letter is a supervisory and administrative measure, not an administrative penalty. According to the provisions of relevant laws and regulations, the supervision and management measures will not affect an Yonghua ming to continue to undertake or perform securities service business and other businesses.
(II) project information
1. Basic information
Project partner and the first signing certified public accountant: Mr. Meng Dong, who became a certified public accountant in 1998, began to engage in the audit of Listed Companies in 1996, began to practice at Ernst & Young Huaming in 2005, and began to provide audit services for the company in 2020; In the past three years, the annual reports / internal control audits of 11 listed companies have been signed / reviewed, involving industries including computer, communication and other electronic equipment manufacturing, air transportation, automobile manufacturing, water transportation and real estate.
Senior Project Manager and the second signing certified public accountant: Ms. Wang Lixin, who became a certified public accountant in 2012, began to engage in the audit of Listed Companies in 2013, began to practice at Ernst & Young Huaming in 2007, and began to provide audit services for the company in 2021; In the past three years, we have signed / reviewed the annual reports / internal control audits of two listed companies, involving computer, communication and other electronic equipment manufacturing industries.
Quality control reviewer: Ms. Xu Rujie, who became a certified public accountant in 2000, began to audit listed companies in 2011, began to practice at Ernst & Young Huaming in 1993, and began to provide audit services for the company in 2018; In the past three years, we have signed / reviewed the annual reports / internal control audits of 8 listed companies, involving computer, communication and other electronic equipment manufacturing industries.
2. Integrity record
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 in recent three years, and have been subject to administrative punishment and supervision measures of the CSRC and its dispatched offices, industry competent departments, or self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as stock exchanges and industry associations.
3. Independence.
Ernst & Young Huaming and the above 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 annual cost in 2021 is RMB 2.18 million, including audit cost of RMB 1.83 million and internal control audit cost of RMB 350000. The expenses in 2022 will be based on the audit workload and market price, and the specific remuneration will be determined by both parties through negotiation at that time.
2、 Procedures to be performed by the accounting firm to be renewed
(I) performance of the audit committee
The audit committee of the company has fully understood and reviewed Ernst & Young Huaming's professional competence, investor protection ability, independence, integrity record and work in 2021, and believes that it has relevant audit qualifications and can provide the company with true and fair audit services and meet the requirements of the company's audit work in 2022.
The audit committee held a meeting on March 17, 2022, proposed to renew the appointment of an Yonghua Ming as the company's domestic and foreign financial report audit institution and internal control audit institution in 2022, and agreed to submit the matter to the company's board of directors for deliberation.
(II) prior approval and independent opinions of independent non-executive directors
The independent non-executive directors of the company conducted a pre audit on the renewed accounting firm, unanimously agreed to submit it to the board of directors for deliberation, and expressed independent opinions on the matter:
Ernst & Young Huaming has the qualification and professional competence to engage in relevant securities business services, has rich experience and professional quality in the audit of listed companies, has sufficient independence, integrity and investor protection ability, and has rich domestic and overseas audit experience, which can meet the requirements of the company's financial statement audit.
The re employment of the accounting firm complies with the provisions of relevant laws and regulations and will not affect the audit quality of the company's accounting statements. The relevant deliberation procedures of the board of directors comply with the provisions of laws and regulations and the articles of association, and have been approved in advance by independent non-executive directors. There is no situation that damages the interests of the company and shareholders.
Therefore, we agree to renew the appointment of an Yonghua Ming as the company's domestic and foreign financial report audit institution and internal control audit institution in 2022, and agree to submit the proposal on renewing the appointment of the company's domestic and foreign audit institution in 2022 to the board of directors and the general meeting of shareholders for deliberation.
(III) deliberation and voting of the board of directors
The 32nd meeting of the 8th board of directors of the company deliberated and approved the proposal on renewing the employment of the company's domestic and foreign audit institutions in 2022, and agreed that the company would continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's domestic and foreign financial report audit institution and internal control audit institution in 2022 for one year, The annual general meeting of the company in 2021 is also requested to authorize the board of directors of the company to negotiate with Ernst & Young Huaming Certified Public Accountants (special general partnership) to determine relevant audit fees and sign relevant contracts. (IV) effective date
The renewal of the accounting firm needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and will take effect from the date of deliberation and approval by the general meeting of shareholders.
It is hereby announced.
Shanghai Fudan Microelectronics Group Co.Ltd(688385) board of directors March 21, 2022
