Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022030 Shenzhen Topband Co.Ltd(002139)
Announcement on reappointment of the company’s audit institution in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”) held the 21st Meeting of the 7th board of directors on March 18, 2022, and deliberated and adopted the proposal on renewing the appointment of the company’s audit institution in 2022. This matter needs to be submitted to the general meeting of shareholders for deliberation and approval. The specific matters are hereby announced as follows:
1、 Description of the proposed accounting firm
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) is qualified for securities and futures related business, and has many years of experience and ability to provide audit services for listed companies. During the period of serving as the audit institution in 2021, the board of directors of the company plans to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) to audit the company’s 2022 financial report and internal control report in order to maintain the continuity of the audit work, The audit fee for 2022 will be determined by taking into account the company’s business scale, complexity, staffing and work intensity required for audit and other factors through consultation between both parties. The board of directors of the company requests the general meeting of shareholders to authorize the company’s management to determine the specific audit fee for 2022 and sign relevant contracts and documents according to the market conditions and the negotiation between both parties.
2、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”), founded in December 1988 and headquartered in Beijing, 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 accounting firms in China to obtain the qualification of securities and futures related business, the qualification of engaging in the audit business of super large state-owned enterprises, the qualification of financial audit, the qualification of Accounting judicial appraisal, and the qualification of security and confidentiality of military secret related business consulting services, And 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, 1282 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 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 the 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 110 audit clients of Listed Companies in the same industry.
2. Investor protection ability
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 provision of occupational insurance and the purchase of occupational insurance funds comply with the provisions. In recent three years (from 2019, 2020, 2021 and the beginning of 2022 to the date of this announcement, the same below), Tianzhi international has not borne civil liability in relevant civil proceedings due to its practice.
3. Integrity record
In the past three years, Tianzhi international has received 0 criminal punishment, 0 administrative punishment, 7 Supervision and management measures, 0 self-discipline supervision 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 personnel. There is no case of criminal punishment, administrative punishment and self-discipline supervision measures for practice.
(II) 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 1: Chen Zhigang, who became a certified public accountant in 2000, began to engage in the audit of Listed Companies in 2000, began to practice in the exchange in 2004, and began to provide audit services for the company in 2019. There are no less than 10 signed audit reports of listed companies in recent three years and no less than 10 reviewed audit reports of Listed Companies in recent three years.
Signature certified public accountant 2: Zhao Yang, who became a certified public accountant in 2015, began to engage in the audit of Listed Companies in 2013, began to practice in the exchange in 2015, began to provide audit services for the company in 2019, signed 5 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 Haodong, who became a certified public accountant in 2008, began to engage in the audit of Listed Companies in 2007, began to practice in the exchange in 2007, began to provide audit services for the company in 2019, signed 0 audit reports of Listed Companies in recent three years, and reviewed at least 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 and its dispatched offices, industry competent departments, 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.
3、 Procedures to be performed by the proposed new, renewed and dismissed accounting firm
(I) opinions of the audit committee
The audit committee of the board of directors of the company has reviewed the experience and ability of Tianzhi International Certified Public Accountants (special general partnership) in providing audit services, and believes that it adheres to the principle of independent audit, objectively, fairly and fairly reflects the company’s financial situation and operating results, and earnestly performs the responsibilities of the audit institution, Agree to propose to the board of directors to renew the appointment of Tianzhi certified public accountants as the audit institution of the company in 2022.
(II) prior approval and independent opinions of independent directors
1. The independent directors of the company issued the following prior approval opinions on the renewal of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022:
The company has many years of experience in the practice of general accounting firm and international partnership accounting firm, and has the ability to provide services related to securities and futures. In the audit of 2021, Tianzhi International Certified Public Accountants (special general partnership) scrupulously fulfilled its duties, followed the professional standards of independence, objectivity and impartiality, and better completed the audit of the company’s 2021 financial report. The audit committee of the board of directors of the company recommended that the company continue to hire Tianzhi International Certified Public Accountants (special general partnership) to audit the company’s financial report and internal control report in 2022.
We express our prior approval opinions on the above matters: we agree to continue to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to audit the company’s financial report and internal control report in 2022, and unanimously agree to submit the above matters to the 21st Meeting of the seventh board of directors for deliberation.
2. The independent directors of the company express the following independent opinions on the renewal of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022:
Tianzhi International Certified Public Accountants (special general partnership) is qualified for securities and futures related business, and has many years of experience and ability to provide audit services for listed companies. The company renewed the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution in 2022, which complies with the relevant laws and regulations such as the company law, the securities law and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. We unanimously agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control in 2022 and submit it to the company’s 2021 annual general meeting for deliberation.
4、 Filing documents
(I) resolutions of the 21st Meeting of the seventh board of directors of the company;
(II) resolutions of the eighth meeting of the audit committee of the seventh board of directors of the company;
(III) prior approval and independent opinions signed by independent directors;
(IV) 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 who is proposed to be responsible for the specific audit business.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of directors March 22, 2022
