Securities code: Xinjiang Tianshan Cement Co.Ltd(000877) securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2022018 Xinjiang Tianshan Cement Co.Ltd(000877)
Announcement on the proposed change 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 accounting firm to be employed: Dahua accounting firm (special general partnership)
2. Name of the accounting firm originally appointed: Tianzhi international accounting firm (special general partnership) 3. Brief reasons for changing the accounting firm: the accounting firm originally appointed by the company has provided audit services for the company for many years. There is no difference between the company and the accounting firm originally appointed in terms of work arrangement, fees and opinions. In order to ensure the independence and objectivity of the company’s audit work, Taking into account the company’s business development and future audit needs, after comprehensive evaluation and careful research, the company plans to hire Dahua firm as the company’s 2022 financial report and internal control audit institution for one year.
4. The audit committee of the board of directors, independent directors and the board of directors have no objection to the proposed replacement of the accounting firm. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
On March 21, 2022, Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “the company”) held the fifth meeting of the eighth board of directors, deliberated and approved the proposal on the proposed change of accounting firm, and planned to hire Dahua accounting firm (special general partnership) (hereinafter referred to as “Dahua Office”) to undertake the audit institution of the company’s annual financial report and internal control in 2022. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be changed
(I) institutional information
1. Basic information
Enterprise name: Dahua Certified Public Accountants (special general partnership)
Date of establishment: February 9, 2012
Company type: special general partnership
Registered address: 1101, building 7, yard 16, Middle West Fourth Ring Road, Haidian District, Beijing
Number of partners as of December 31, 2021: 264
As of December 31, 2021, the number of Certified Public Accountants: 1481, including 929 certified public accountants who have signed the audit report of securities service business
Total business income in 2020: 2520553200 yuan
Audit revenue in 2020: 2253578000 yuan
Securities business income in 2020: 1095351900 yuan
Number of audit clients of Listed Companies in 2020: 376
Main industries: manufacturing, information transmission software and information technology services, real estate, wholesale and retail, construction
Total annual report audit fees of Listed Companies in 2020: 417257200 yuan
Number of audit clients of Listed Companies in the same industry: 4
2. Investor protection ability
The sum of the accrued occupational risk fund and the purchased occupational insurance cumulative compensation limit exceeds 700 million yuan. The purchase of occupational insurance complies with relevant regulations. Dahua certified public accountants has not been subject to civil liability due to civil litigation related to practice in recent three years.
3. Integrity record
In the past three years, Dahua certified public accountants has been subject to criminal punishment 0 times, administrative punishment 1 time, supervision and management measures 24 times, self-discipline and supervision measures 0 times and disciplinary punishment 2 times for its practice behavior; In recent three years, 54 employees have been subject to criminal punishment for 0 times, administrative punishment for 1 time, supervision and management measures for 25 times, self-discipline and supervision measures for 0 times and disciplinary punishment for 3 times.
(II) project information
1. Basic information
Partner of the project to be signed: Liu Xuechuan, who became a certified public accountant in June 2008, began to engage in the audit of Listed Companies in August 2007 and began to practice in Dahua firm in October 2013; Three audit reports of listed companies have been signed in the past three years.
The name of the certified public accountant to be signed: Liu Xuyan, who became a certified public accountant in February 2018, began to engage in the audit of Listed Companies in 2015 and began to practice in Dahua firm in February 2015; Two audit reports of listed companies have been signed in the past three years.
He began to audit listed companies and listed companies in January 1997, began to practice in the exchange in February 2012, began to review in January 2013, and reviewed more than 50 audit reports of listed companies and listed companies in recent three years.
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 recent three years, have been subject to administrative punishment, supervision and management measures of the CSRC and its dispatched offices and industry competent departments, and have been subject to self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as stock exchanges and industry associations.
3. Independence
Dahua Certified Public Accountants (special general partnership), project partners, signed certified public accountants and project quality control reviewers can maintain independence in the audit of the project.
4. Audit fees
In 2022, the cost of financial report audit shall not exceed 7.65 million yuan (including transportation expenses), and the cost of internal control audit shall not exceed 1.1 million yuan (including transportation expenses). The charging basis is based on the number of working days required by Dahua firm to provide audit services and the charging standard of each working day. 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、 Description of proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) has provided audit services for the company for four consecutive years. During this period, it adhered to the principle of independent audit, worked diligently and dutifully, issued audit opinions fairly and independently, reflected the company’s financial report and internal control objectively, fairly and fairly, and earnestly fulfilled the responsibilities of the audit institution. Tianzhi international issued a standard unqualified audit report for the company in 2021.
(II) reasons for the proposed change of accounting firm
The accounting firm originally appointed by the company has provided audit services for the company for many years. There is no difference between the company and the accounting firm originally appointed in terms of work arrangement, fees and opinions. In order to ensure the independence and objectivity of the company’s audit work and comprehensively consider the company’s business development and future audit needs, after comprehensive evaluation and careful research, The company plans to employ Dahua firm as the company’s 2022 financial report and internal control audit institution for one year. (III) communication between the company and previous accounting firms
The company has fully communicated with Tianzhi international and Dahua on the change of accounting firm, and all parties have clearly known the matter and expressed no objection.
The previous and subsequent accounting firms will actively carry out follow-up communication and cooperation in accordance with the auditing standards for Chinese certified public accountants No. 1153 – communication between former certified public accountants and subsequent certified public accountants and other relevant requirements.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of the audit committee
The audit committee of the company had a full understanding of Dahua firm. After deliberation, it was agreed to hire Dahua firm as the audit institution of the company’s financial report and internal control in 2022. The audit cost of the financial report shall not exceed RMB 7.65 million (including transportation expenses) and the internal control audit cost shall not exceed RMB 1.1 million (including transportation expenses), and the proposal shall be submitted to the board of directors of the company for deliberation.
(II) prior approval and independent opinions of independent directors
The independent directors of the company reviewed the proposal on the proposed change of accounting firm before the meeting of the board of directors and agreed to submit the above matters to the board of directors for deliberation; And expressed independent opinions at the fifth meeting of the eighth board of directors of the company: after review, Dahua Certified Public Accountants (special general partnership) has the qualification of securities and futures related business, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company’s financial report audit and internal control audit. Dahua certified public accountants has sufficient independence, professional competence and investor protection ability. This change of accounting firm does not damage the interests of the company and other shareholders, especially the interests of minority shareholders. The review procedure of the company’s proposed change of accounting firm complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal on the proposed change of accounting firm and submit it to the general meeting of shareholders of the company for deliberation.
(III) deliberation and voting of proposals by the board of directors
The company held the 5th meeting of the 8th board of directors on March 21, 2022, deliberated and adopted the proposal on proposed change of accounting firm with 9 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to employ Dahua firm as the audit institution of the company’s financial report and internal control in 2022, which was submitted to the general meeting of shareholders for deliberation.
(IV) effective date
The appointment of an accounting firm needs to be submitted to the 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 of the company.
4、 Documents for future reference
1. Resolution of the 5th meeting of the 8th board of directors of the company
2. Prior approval and independent opinions of independent directors
3. Resolution of the audit committee of the board of directors
4. Notes on the basic information of the proposed accounting firm
It is hereby announced.
Xinjiang Tianshan Cement Co.Ltd(000877) board of directors March 21, 2022
