Securities code: Foran Energy Group Co.Ltd(002911) securities abbreviation: Foran Energy Group Co.Ltd(002911) Announcement No.: 2022019 Foran Energy Group Co.Ltd(002911)
Announcement on the proposed change of accounting firm
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. Special tips:
1. Name of the accounting firm to be employed: Guangdong Si Nong accounting firm (special general partnership) (hereinafter referred to as "Si Nong accounting firm")
2. Name of the originally appointed accounting firm: Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin certified public accountants")
3. Reasons for changing the accounting firm: due to the impact of the epidemic on the internal change and adjustment of team personnel, and considering the large workload of preparing the company's annual report, Lixin Accounting firm will no longer serve as the company's annual audit institution in 2021 after prior communication with the company.
4. The audit committee of the board of directors, independent directors and the board of directors have no objection to the proposed change of accounting firm. This matter needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1、 Change the basic information of the accounting firm
(I) institutional information
1. Basic information
Organization Name: Guangdong Si Nong Certified Public Accountants (special general partnership)
Date of establishment: November 25, 2020
Organizational form: Partnership (special general partnership)
Registered address: room 2514, building 12, Zhonghui Bilong Bay, No. 5, Wangjiang Second Street, Nansha District, Guangzhou, Guangdong
Executive partner (chief partner): Li Jianye
By the end of February 2022, there were 31 partners, 104 certified public accountants and 21 certified public accountants who had signed the audit report of securities service business.
In 2021, the total revenue of Si Nong accounting firm was 43 million yuan, including 37.185 million yuan from audit business and 11.219 million yuan from securities business. In 2021, there were 5 audit clients of listed companies, mainly in manufacturing, information transmission, software and information technology services, with a total audit fee of 6.5 million yuan, and 0 audit clients of Listed Companies in the same industry.
By the end of February 2022, Si Nong certified public accountants has provided 2021 annual report audit services for 18 listed companies, mainly including construction, real estate, manufacturing, mining, information transmission, software and information technology services, water conservancy, environment and public facilities management, transportation, warehousing and postal services. 2. Investor protection ability
By the end of 2021, Si Nong certified public accountants has withdrawn 770000 yuan from the occupational risk fund, and the cumulative compensation limit of the occupational insurance purchased is 36 million yuan. The relevant occupational insurance can cover the civil compensation liability caused by audit failure. The occupational risk fund refers to that the purchase of occupational insurance complies with relevant regulations.
Civil liability in civil litigation related to practice in recent three years:
Since its establishment, Si Nong certified public accountants has not been subject to civil liability due to civil litigation. 3. Integrity record
In the past three years, Si Nong certified public accountants has been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 0 times, self-discipline and supervision measures 0 times and disciplinary punishment 0 times for its professional behavior. Seven employees have been subject to supervision and management measures 11 times in recent three years.
(II) project information
1. Basic information
Partner of the project to be signed: an Xia, partner, certified public accountant, engaged in securities service business for more than 20 years. He became a certified public accountant on May 10, 2000. He began to engage in the audit of Listed Companies in October 2000 and began to practice in Si Nong accounting firm in January 2022. He is now the partner of Si Nong accounting firm. Provide audit services for the company from March 2022. The annual audit reports of five listed companies have been signed in the past three years. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
Certified public accountant to be signed: Chen Qinggong, certified public accountant, engaged in securities service business for 10 years. He became a certified public accountant on March 27, 2018. He began to audit listed companies in August 2011. He began to practice in Si Nong accounting firm in December 2021 and is now the Department Manager of Si Nong accounting firm. Provide audit services for the company from March 2022. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
Reviewer of project quality control: Chen Xinwei, partner, certified public accountant, engaged in securities service business for 10 years. He became a certified public accountant on October 24, 2013. He began to audit listed companies in July 2011. He began to practice in Si Nong accounting firm in December 2021 and is now a partner of Si Nong accounting firm. Provide audit services for the company from March 2022. During his employment, he has provided many enterprises with securities services such as IPO declaration audit, annual report audit of listed companies and merger and reorganization audit. He has experience in securities service business and has corresponding professional competence.
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, have been subject to administrative punishment and supervision 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 securities trading places and industry associations. 3. Independence
The project partner, the signing certified public accountant and the quality control reviewer do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
4. Audit fees
The audit service charge shall be determined through negotiation according to the specific workload required for the implementation of the audit and with reference to the market price. The company and its subsidiaries estimate 1.6 million (including tax) for the audit of financial reports in 2021, and the company can increase the audit fees accordingly according to the increased audit workload; The estimated cost of the company's internal control audit in 2021 is 500000 (including tax); If there are other special audits, the expenses shall be calculated separately.
The board of directors of the company shall request the general meeting of shareholders of the company to authorize the management of the company to determine the relevant audit fees according to the specific audit requirements and audit scope of the company in 2021.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Lixin certified public accountants has provided audit services for the company for 13 consecutive years and issued a standard unqualified audit report for the company in 2020.
The company plans to no longer employ Lixin certified public accountants as the audit institution of the company in 2021.
(II) reasons for the proposed change of accounting firm
Due to the internal changes and adjustments of team personnel affected by the epidemic, and considering the large workload of the company's annual report preparation, Lixin certified public accountants will no longer serve as the company's annual audit institution in 2021 after prior communication with the company.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Lixin certified public accountants and Si Nong Certified Public Accountants 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 do a good job of 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 14th meeting of the audit committee of the 5th board of directors held by the company deliberated and adopted the proposal on the proposed change of accounting firm. The audit committee of the company has fully understood the practice, professional qualification and integrity of Si Nong accounting firm, reviewed the professional competence, investor protection ability, integrity, independence and the appropriateness of the reasons for changing the accounting firm, and believes that Si Nong accounting firm has the professional ability and qualification to provide audit services for the company, It can meet the audit needs of the company, and the company has followed the necessary procedures in the process of changing and determining the accounting firm. The proposal to appoint the CPA firm as a member of the audit committee of the company for the year was unanimously approved and submitted to the audit committee of the company.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
In the proposal on the proposed change of accounting firm, Si Nong accounting firm has the qualification to engage in Securities and futures business, has the experience and ability to provide audit services for listed companies, can provide true and fair audit services for the company, has sufficient independence, professional competence and investor protection ability, and can meet the requirements of the company's audit work. The review procedures of the company's change of accounting firm this time comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of listed companies and investors. The independent directors of the company unanimously agreed to submit the proposal to the board of directors of the company for deliberation.
2. Independent opinions of independent directors
The independent directors of the company have carefully examined the change of accounting firm in advance and believe that Si Nong accounting firm has the qualification to engage in Securities and futures business, has the experience and ability to provide audit services for listed companies, can provide true and fair audit services for the company, and objectively evaluate the financial status and operating results of the company. Si Nong accounting firm has sufficient independence, professional competence and investor protection ability to meet the requirements of the company's audit work. 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. In conclusion, the independent directors of the company unanimously agreed to the above proposal and agreed to submit the proposal to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) deliberation and voting of proposals by the board of directors
The company held the 24th Meeting of the 5th board of directors on March 23, 2022, deliberated and adopted the proposal on the proposed change of accounting firm with 9 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to appoint Si Nong accounting firm as the company's annual audit institution in 2021.
(IV) effective date
This change of 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 of the third extraordinary general meeting of shareholders of the company in 2022.
4、 Documents for future reference
1. Resolutions of the 24th Meeting of the 5th board of directors of the company;
2. Resolutions of the 14th meeting of the audit committee of the 5th board of directors of the company;
3. Prior approval opinions of independent directors on matters related to the 24th Meeting of the Fifth Board of directors of the company;
4. Independent opinions of independent directors on matters related to the 24th Meeting of the Fifth Board of directors of the company; 5. Description of basic information of Si Nong accounting firm.
It is hereby announced.
Foran Energy Group Co.Ltd(002911) board of directors March 24, 2022
