Stock Code: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) stock abbreviation: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Announcement No.: 2022024 bond Code: 128026 bond abbreviation: Zhongxing convertible bonds
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Announcement on the proposed renewal 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.
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as "the company") held the 12th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on March 23, 2022, deliberated and approved the proposal on the proposed renewal of the audit institution in 2022, and planned to renew the appointment of China audit Zhonghuan certified Public Accountants (special general partnership) (hereinafter referred to as "China audit Zhonghuan") as the audit institution of the company in 2022. This matter needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
(1) Organization Name: Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
(2) Date of establishment: zhongshenzhonghuan was founded in 1987. It is one of the first large accounting firms approved by the state to engage in Securities and futures related business and financial business audit. In November 2013, it was transformed into special general partnership according to relevant requirements of the Ministry of finance.
(3) Organization form: special general partnership
(4) Registered address: floor 2-9, No. 169, Donghu Road, Wuchang District, Wuhan City, Hubei Province
(5) Chief partner: Shi Wenxian
(6) Number of business partners, number of certified public accountants and number of certified public accountants at the end of the year.
(7) In 2020, the total audited income was 1946474 million yuan, the audit business income was 1 Rockontrol Technology Group Co.Ltd(688051) 5 million yuan and the securities business income was 4678351 million yuan.
(8) In 2020, there were 179 audit clients of listed companies, mainly in manufacturing, wholesale and retail, real estate, power, heat, gas and water production and supply, agriculture, forestry, animal husbandry, fishery, information transmission, software and information technology services, mining, culture, sports and entertainment. The audit fee was 181075300 yuan, and the number of audit clients of Listed Companies in the same industry was 80.
2. Investor protection ability
Zhongshen Zhonghuan purchases professional liability insurance according to the scale of business income every year, and makes supplementary provision for professional risk fund. The cumulative compensation limit of the purchased professional insurance is 800 million yuan, which has not been used yet, and can bear the civil compensation liability caused by audit failure.
3. Integrity record
(1) Zhongshen Zhonghuan has not been subject to criminal punishment, self-discipline supervision measures and disciplinary sanctions in the last three years. It has been subject to administrative punishment once for its practice behavior in the last three years and 22 times for its practice behavior in the last three years.
(2) 45 practitioners have received criminal punishment 0 times, administrative punishment 2 times, administrative measures 43 times, self-discipline and supervision measures 0 times and disciplinary sanctions 0 times in the past three years.
(II) project information
1. Basic information
Project partner: an suqiang, Chinese certified public accountant, partner of the project, has been responsible for and participated in the audit services of many listed companies and IPO enterprises for many years, has been engaged in securities service business for more than 10 years, and has corresponding professional competence.
Signature certified public accountant: Yang Yichen, a Chinese certified public accountant, has been responsible for and participated in the audit services of many listed companies and IPO enterprises for many years, has been engaged in securities service business for more than 3 years, and has corresponding professional competence. Project quality control review partner: Zhao Yunjie, a Chinese certified public accountant, has been practicing full-time in an accounting firm since 2004. He has been responsible for and participated in the audit services of large state-owned enterprises and listed companies for many consecutive years, and has the corresponding professional competence.
2. Integrity record
Project partner: an suqiang; Certified public accountant to be signed: Yang Yichen has not been subject to criminal punishment, administrative punishment, administrative supervision measures and self-discipline punishment in the past three years.
3. Independence
There are no circumstances that may affect the independence of Zhongshen Zhonghuan and a suqiang, the project partner, Yang Yichen, the signing certified public accountant, and Zhao Yunjie, the review partner of project quality control.
4. Audit fees
The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to negotiate with the accounting firm to determine its audit fees for 2022 according to the market conditions, handle and sign relevant service agreements and other matters in accordance with the fair and reasonable pricing principle of the market, according to the audit scope and audit workload, and with reference to relevant regulations and standards.
2、 Procedures to be performed by the accounting firm to be renewed
1. Opinion of the board of Auditors
The audit committee of the board of directors of the company reviewed the zhongshenzhonghuan and believed that the zhongshenzhonghuan has securities business experience, rich audit experience of listed companies and excellent professional team, and has shown rich professional quality during its cooperation with the company in previous years. It has fairly and reasonably expressed independent audit opinions and is competent for the audit work of the company. At the same time, in order to maintain the continuity of audit work, the members attending the meeting unanimously agreed that the company would renew the appointment of central audit Zhonghuan as the company's audit institution in 2022, and agreed to propose to the board of directors to renew the appointment of central audit Zhonghuan as the company's audit institution in 2022.
2. Prior approval and independent opinions of independent directors
(1) Prior approval opinion
The independent directors of the company gave prior approval to the company's engagement of an audit institution in 2022, and gave the following prior approval opinions on this matter: after verification, zhongshenzhonghuan has securities business experience and can meet the requirements of the company's audit in 2022. The company plans to renew the appointment of zhongshenzhonghuan as the company's audit institution in 2022, which complies with the relevant provisions of laws, regulations and the articles of association, and does not damage the legitimate rights and interests of the company and all shareholders. Therefore, we recognize the company's reappointment of zhongshenzhonghuan as the company's audit institution in 2022. (2) Opinions of independent directors
On March 23, 2022, the company held the 12th meeting of the 4th board of directors, deliberated and adopted the proposal on the proposed renewal of the audit institution in 2022.
After verification, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, has the experience and ability to provide audit services for listed companies, can audit the company's financial situation objectively and truly, and meets the requirements of the company's audit in 2022. The review procedure of the company's renewal of accounting firm complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and all shareholders. In conclusion, we agree that the company will continue to employ Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation.
3. Deliberation and voting of proposals
On March 23, 2022, the company held the 12th meeting of the 4th board of directors and deliberated and adopted the proposal on the proposed renewal of the audit institution in 2022 by 9 votes in favor, 0 against, 0 abstention and 0 withdrawal.
On March 23, 2022, the company held the sixth meeting of the Fourth Board of supervisors and deliberated and adopted the proposal on the proposed renewal of the audit institution in 2022 by 3 votes in favor, 0 against, 0 abstention and 0 withdrawal. 4. Effective date
The proposed renewal of the accounting firm needs to be submitted to the general meeting of shareholders of the company for deliberation and effective from the date of deliberation and approval by the general meeting of shareholders of the company.
3、 Documents for future reference
1. Resolution of the 12th meeting of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) the 4th board of directors; 2. Resolution of the 6th meeting of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) the 4th board of supervisors;
3. Prior review opinions and independent opinions of independent directors on the proposed renewal of the audit institution in 2022;
4. The business license of Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the information and contact information of the main person in charge and the contact person of the regulatory business, and the identity certificate of the certified public accountant who is to be responsible for the specific audit business. It is hereby announced
Board of directors
