Securities code: Huabao Flavours & Fragrances Co.Ltd(300741) securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Announcement No.: 2022019
Huabao Flavours & Fragrances Co.Ltd(300741)
Announcement on the proposed renewal of accounting firm
The company and all members of the board of directors except Mr. Lin Jiayu guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”) held the 24th Meeting of the second session of the board of directors on March 25, 2022, deliberated and adopted the company’s proposal on the proposed renewal of accounting firm, and planned to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”) as the company’s audit institution in 2022. This matter must be submitted to the company’s 2021 annual general meeting for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be renewed
(I) institutional information
1. Basic information
PricewaterhouseCoopers Zhongtian was formerly known as PricewaterhouseCoopers Dahua certified public accountants, which was established on March 28, 1993. With approval, it was renamed PricewaterhouseCoopers Zhongtian certified public accountants Co., Ltd; Approved by the Ministry of Finance Cai Kuai Han [2012] No. 52 on December 24, 2012, it was transformed into PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) on January 18, 2013. The registered address is room 01, unit 507, DBS building, 1318 Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Ring Road, China (Shanghai) pilot free trade zone.
PricewaterhouseCoopers Zhongtian is a member organization of PricewaterhouseCoopers international network. It has the practice certificate of accounting firm and the qualification to engage in the audit business of H-share enterprises. At the same time, it is also an accounting firm with the qualification of securities and futures related business approved by the Ministry of Finance and the CSRC. In addition, PwC Zhongtian is also registered with us PCAOB (American public company accounting oversight board) and UK FRC (UK financial reporting office) to engage in relevant audit business. PwC Zhongtian has rich experience in securities business and good professional service ability.
The chief partner of PricewaterhouseCoopers Zhongtian is Li Dan. As of December 31, 2021, the number of PWC Zhongtian partners was 257 and the number of certified public accountants was 1401, including 346 certified public accountants who have signed the audit report of securities service business since 2013.
In the latest fiscal year (2020) audited by PwC Zhongtian, the total revenue was RMB 6.115 billion, the audit revenue was RMB 5.692 billion and the securities business revenue was RMB 2.861 billion.
PwC Zhongtian has 103 audit clients for the financial statements of A-share listed companies in 2020, and the total audit fees of A-share listed companies are RMB 584 million. The main industries include manufacturing, finance, transportation, warehousing and postal services, real estate, wholesale and retail sales, etc. there are 48 audit clients of A-share listed companies in the same industry (Manufacturing) as your company.
2. Investor protection ability
In terms of investor protection ability, PwC Zhongtian has taken out occupational insurance in accordance with relevant laws and regulations. The sum of the cumulative compensation limit of occupational insurance and occupational risk fund exceeds 200 million yuan. The withdrawal of occupational risk fund or the purchase of occupational insurance comply with relevant regulations. PwC Zhongtian has not undertaken civil liability in relevant civil proceedings due to its practice in recent three years.
3. Integrity record
PricewaterhouseCoopers Zhongtian and its employees have not been subject to criminal punishment, administrative punishment, self-discipline supervision measures and disciplinary sanctions of stock exchanges, industry associations and other self-discipline organizations for practicing behavior in recent three years; PwC Zhongtian has not been subject to the administrative supervision measures of the CSRC and its dispatched offices due to its practice. The four junior employees of PricewaterhouseCoopers Zhongtian received a warning letter from Shanghai Securities Regulatory Bureau in 2019 because their personal investment behavior violated the relevant provisions on independence. The above personal behavior did not affect the effectiveness of PricewaterhouseCoopers Zhongtian quality control system or the practice quality of audit projects. The four employees subsequently resigned from PricewaterhouseCoopers Zhongtian. According to relevant laws and regulations, the above administrative supervision measures will not affect PwC Zhongtian to continue to undertake or execute securities service business and other businesses.
(II) project information
1. Basic information
Project partner and signed CPA: Cao Cuili, a practicing member of the Institute of certified public accountants, became a certified public accountant in 2001, began to engage in the audit of Listed Companies in 2006, began to practice in PricewaterhouseCoopers Zhongtian in 1999, provided audit services to the company from 2015 to 2017 and 2021, signed 5 audit reports of listed companies and reviewed 3 audit reports of Listed Companies in recent three years.
Project quality review partner: Yao Wenping, a practicing member of the Institute of certified public accountants, has been a certified public accountant since 2001. He has been engaged in the audit of listed companies since 1996 and in PwC Zhongtian since 2002
He started to provide audit services for the company since 2020, and has signed or reviewed the audit reports of four A-share listed companies in the past three years.
Certified public accountant to be signed: Wu Koizumi, a practicing member of the Institute of certified public accountants, has become a certified public accountant since 2019, has been engaged in the audit of listed companies since 2012, has been practicing in PwC Zhongtian since 2015, has provided audit services for the company since 2021, and has signed an audit report of A-share listed company in recent three years.
2. Integrity record
Ms. Cao Cuili, the proposed project partner and the signing certified public accountant of PricewaterhouseCoopers Zhongtian, Mr. Yao Wenping, the quality review partner, and Ms. Wu Xiaoquan, the proposed signing certified public accountant, have not been subject to any criminal and administrative punishment in the past three years, have not been subject to the administrative supervision and management measures of the securities regulatory agency due to their practice, and have not been subject to the self-discipline supervision measures of the stock exchange, industry association and other self-discipline organizations due to their practice Disciplinary action.
3. Independence
PricewaterhouseCoopers Zhongtian, Ms. Cao Cuili, the proposed project partner and the signing certified public accountant, Mr. Yao Wenping, the quality review partner, and Ms. Wu Koizumi, the signing certified public accountant, have no circumstances that may affect their independence. 4. Audit fees
The audit service charge of PWC Zhongtian is determined by both parties through negotiation according to the audit workload and the principle of fairness and reasonableness.
2、 Procedures to be performed by the accounting firm to be renewed
(I) performance of the audit committee
The audit committee of the board of directors of the company checked and evaluated PwC Zhongtian’s completion of the company’s audit work in 2021 and its practice quality, consulted PwC Zhongtian’s qualification certificates, relevant information and integrity records, reviewed its professional competence, investor protection ability, integrity status and independence, and considered that it has the qualification requirements for serving the company, Having sufficient experience and a good practice team, being familiar with the company’s business and meeting the requirements of the company’s annual audit, we agree to renew the appointment of PWC Zhongtian as the company’s audit institution in 2022.
(II) prior approval and independent opinions of independent directors
The independent directors of the company conducted a pre audit on the matter of the proposed renewal of the accounting firm and issued a pre approval opinion: PwC Zhongtian has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution, he followed the relevant provisions of the independent auditing standards for Chinese certified public accountants, performed his duties diligently, adhered to the independent, objective and fair auditing standards, and expressed his audit opinions fairly and reasonably. Therefore, we agree to submit the proposal to the 24th Meeting of the second board of directors for deliberation.
The independent directors of the company expressed independent opinions on the matter of the proposed renewal of the accounting firm: PwC Zhongtian has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution, he followed the relevant provisions of the independent auditing standards for Chinese certified public accountants, performed his duties diligently, adhered to the independent, objective and fair auditing standards, and expressed his audit opinions fairly and reasonably. We believe that PwC Zhongtian has sufficient independence, professional competence and investor protection ability. The continued employment of PWC Zhongtian as the company’s audit institution in 2022 is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and all shareholders. Therefore, we agree to recommend the renewal of PWC Zhongtian as the company’s audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
(III) deliberation and voting of proposals by the board of directors
The 24th Meeting of the second board of directors of the company voted and adopted the company’s proposal on the proposed renewal of the accounting firm. The voting situation: 8 votes in favor, 0 votes against and 1 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(IV) effective date
The proposed renewal of the accounting firm shall come into force after being deliberated and approved by the company’s 2021 annual general meeting of shareholders.
3、 Filing documents
(I) resolution of the 24th Meeting of Huabao Flavours & Fragrances Co.Ltd(300741) the second board of directors;
(II) resolution of the 8th meeting of the audit committee of Huabao Flavours & Fragrances Co.Ltd(300741) the second board of directors; (III) prior approval opinions of Huabao Flavours & Fragrances Co.Ltd(300741) independent directors on matters related to the 24th Meeting of the second board of directors;
(IV) opinions of Huabao Flavours & Fragrances Co.Ltd(300741) independent directors on matters related to the 24th Meeting of the second board of directors;
(V) basic information of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the accounting firm to be employed.
It is hereby announced.
Huabao Flavours & Fragrances Co.Ltd(300741) board of directors
March 26, 2022
