Suzhou Thvow Technology Co.Ltd(002564)
Announcement on the proposed reappointment of audit accounting firm in 2022
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.
Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as "the company") held the 41st meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on March 23, 2022, deliberated and approved the proposal on the proposed renewal of the audit accounting firm in 2022, and agreed to renew the appointment of Zhonghua accounting firm (special general partnership) (hereinafter referred to as "Zhonghua") as the audit institution of the company in 2022 for one year, The specific contents are announced as follows:
1、 Description of the matters to be re employed by the accounting firm
Zhonghua Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhonghua") has the qualification of securities and futures related businesses, has many years of rich experience and professional quality in the audit of listed companies, and can better meet the requirements of the company to establish and improve internal control and financial audit. During his tenure as the company's audit institution, he was diligent and conscientious, Be able to follow the independent auditing standards for Chinese certified public accountants and other relevant provisions, adhere to the independent, objective and fair auditing standards, and express audit opinions fairly and reasonably.
In order to maintain the continuity of the audit work, the company plans to continue to employ the audit institutions of Huawei in 2022 to undertake the statutory business and other businesses of Certified Public Accountants such as the audit of the company in 2022 for one year, and submit to the general meeting of shareholders to authorize the management of the company to determine their remuneration according to the actual business conditions and market conditions, which shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
2、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Zhonghua Certified Public Accountants (special general partnership), formerly known as the accounting firm of Shanghai Academy of Social Sciences established in 1985, was transformed into a special general partnership with the approval of the Ministry of Finance and other departments in 2013. The registered address of Zhonghua Certified Public Accountants (special general partnership) is room 1088, building 5, No. 1630, Yecheng Road, Jiading Industrial Zone, Shanghai. Zhonghua Certified Public Accountants (special general partnership) has been engaged in securities service business since 1993 and has rich experience in securities service business.
2. Personnel information
The chief partner of Zhonghua Certified Public Accountants (special general partnership) is Mr. Lu Shimin. At the end of 2021, there were 42 partners and 338 certified public accountants, including more than 140 certified public accountants who signed the audit report of securities service business.
3. Business scale
The total audited business income of Zhonghua Certified Public Accountants (special general partnership) in the previous year (2021) was 521 million yuan, the audit business income was 411 million yuan and the securities business income was 163 million yuan.
Zhonghua Certified Public Accountants (special general partnership) had 74 audit clients of Listed Companies in the previous year (2021), and the total audit fees were 92 million yuan. Among the listed companies served by Zhonghua Certified Public Accountants (special general partnership), the main industries are manufacturing, information transmission, software and information technology services, and construction. Zhonghua Certified Public Accountants (special general partnership) provides audit services to 4 listed companies with Suzhou Thvow Technology Co.Ltd(002564) clients in the same industry.
4. Investor protection ability
In accordance with the provisions of relevant laws and regulations, Zhonghua Certified Public Accountants (special general partnership) shall purchase occupational insurance with a cumulative compensation limit of no less than 50 million yuan, which can cover the civil compensation liability caused by audit failure and comply with relevant regulations.
Civil liability in civil litigation related to practice in recent three years:
(1) Shandong Yabo Technology Co.Ltd(002323) Securities Misrepresentation liability dispute
In December 2021, the higher people's Court of Jiangsu Province made a second instance judgment on the dispute over the liability for Securities Misrepresentation brought by investors against Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as "Yabo technology"), Jinyuan Securities Co., Ltd. and Zhonghua Certified Public Accountants (special general partnership), and changed the judgment that Zhonghua Certified Public Accountants (special general partnership) should bear joint and several liability within 30% of its repayment obligation to Yabo technology.
(2) Ningbo Sunlight Electrical Appliance Co.Ltd(002473) Securities Misrepresentation liability dispute
In October 2021, the higher people's Court of Zhejiang Province made a second instance judgment on the dispute over the liability for Securities Misrepresentation between investors suing Ningbo Sunlight Electrical Appliance Co.Ltd(002473) (hereinafter referred to as "shenglaida") and Zhonghua Certified Public Accountants (special general partnership), which ruled that Zhonghua Certified Public Accountants (special general partnership) should bear joint and several liability with shenglaida. Zhonghua Certified Public Accountants (special general partnership) has applied for retrial against these second instance judgments.
5. Independence and integrity record
Zhonghua Certified Public Accountants (special general partnership) does not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. In the past three years, he has been subject to administrative punishment twice, administrative supervision measures seven times, and has not been subject to criminal punishment, self-discipline supervision measures and disciplinary sanctions. 13 practitioners who have not been subject to disciplinary and administrative measures for nearly 10 years have not been subject to disciplinary and regulatory measures.
(II) project member information
1. Personnel information
Project partner: Hao Shiming, who became a certified public accountant in 2000, began to audit listed companies in 1993, began to practice in Zhonghua Certified Public Accountants (special general partnership) in 2012, and began to provide audit services for the company in 2021; Audit reports of five listed companies have been signed in the past three years.
Signature certified public accountant: Fu Shengwen, who became a certified public accountant in 2015, began to audit listed companies in 2013, began to practice in Zhonghua Certified Public Accountants (special general partnership) in 2013, and began to provide audit services for the company in 2021; As of the date of this announcement, the audit reports of three listed companies have been signed in the past three years. Quality control reviewer: Lu Youyi, who became a certified public accountant in 1997, began to audit listed companies in 2004, began to practice in Zhonghua Certified Public Accountants (special general partnership) in 2011, and began to provide audit services for the company in 2022; As of the date of this announcement, the audit report of one listed company has been reviewed in recent three years. 2. Integrity record
In the past three years, the above project partners, signed certified public accountants and project quality control reviewers have not been subject to criminal punishment due to their professional behavior, administrative punishment, supervision and management measures by the CSRC, its dispatched offices and industry competent departments, or self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as stock exchanges and industry associations.
3. Independence
Zhonghua Certified Public Accountants (special general partnership), project partners, signing certified public accountants, project quality control reviewers and other practitioners do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
(III) audit fees
1. Audit fee pricing principle
Audit fees are mainly determined based on the knowledge and skills required by accounting firms to provide professional services, the level and experience of required professionals, the time required for professionals at all levels to provide services, and the responsibilities required to provide professional services.
2. Year on year changes of audit fees
The audit cost of financial report in 2021 is 1.5 million yuan; In 2022, the board of directors requested the general meeting of shareholders to authorize the management of the company to negotiate with the audit institution to determine the audit fee according to the audit fee pricing principle.
3、 Procedures to be performed by the accounting firm to be renewed
1. Performance of the audit committee
The audit committee of the 4th board of directors of the company reviewed Zhonghua Certified Public Accountants (special general partnership) and considered that Zhonghua certified public accountants has always been the audit institution of Suzhou Thvow Technology Co.Ltd(002564) the annual report of Suzhou Thvow Technology Co.Ltd(002564) . During the audit, Zhonghua certified public accountants performed its duties with due diligence. In order to ensure the continuity of the audit work, it agreed to continue to serve as the audit institution of the company in 2022 and submit it to the board of directors for deliberation.
2. Prior approval opinions and independent opinions of independent directors
The independent directors of the company reviewed the renewal of Zhonghua Certified Public Accountants (special general partnership) and issued their prior approval opinions and independent opinions.
Prior approval opinion: the independent director believes that Zhonghua Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, has the audit experience of many listed companies, and the audit reports issued for the company objectively and fairly reflect the financial status and operating results of the company in each period. The continued employment of the audit institution can ensure the quality of audit work and maintain the continuity and stability of audit work, It is conducive to protecting the interests of listed companies and other shareholders, especially minority shareholders. It is agreed to submit the proposal on the proposed renewal of the audit accounting firm in 2022 to the 41st meeting of the Fourth Board of directors for deliberation.
Independent opinion: Zhonghua Certified Public Accountants (special general partnership) has rich audit experience in listed companies and has sufficient independence, professional competence, investor protection ability and integrity. In the audit of the company's 2021 financial report, it strictly abides by relevant national laws and regulations, provides high-quality audit services for the company independently, objectively and impartially, and the professional level of auditors is high, The work is serious and responsible, diligent and dutiful, and the audit reports issued for the company objectively and fairly reflect the company's financial situation and operating results. We believe that the renewal of Zhonghua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 is conducive to the continuity and stability of the company's audit work, the quality of the audit work of listed companies, and the protection of the interests of listed companies and their shareholders, especially the interests of minority shareholders. We agree to this matter and agree to submit this proposal to the company's 2021 annual general meeting for deliberation.
3. Deliberations of the board of directors and the board of supervisors
On March 23, 2022, the company held the 41st meeting of the Fourth Board of directors and the 28th meeting of the Fourth Board of supervisors, deliberated and approved the proposal on the proposed renewal of the audit accounting firm in 2022, and agreed to renew the appointment of Zhonghua accounting firm (special general partnership) as the company's audit institution in 2022. The term of employment is one year.
4. Effective date
The renewal of Zhonghua Certified Public Accountants (special general partnership) needs to be submitted to the 2021 annual general meeting of the company for deliberation, and will take effect from the date of deliberation and approval of the 2021 annual general meeting of the company.
4、 Filing documents
1. Resolutions of the 41st meeting of the 4th board of directors;
2. Resolutions of the 28th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 41st meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 41st meeting of the Fourth Board of directors;
5. Supporting documents for the performance of the duties of the Audit Committee;
6. The business license of the accounting firm to be employed, 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 certified public accountant to be responsible for the specific audit business.
It is hereby announced.
Suzhou Thvow Technology Co.Ltd(002564) board of directors March 25, 2022
