Securities code: China Railway Signal & Communication Corporation Limited(688009) securities abbreviation: China Railway Signal & Communication Corporation Limited(688009) Announcement No.: 2022015
China Railway Signal & Communication Corporation Limited(688009)
Announcement on change of accounting firm
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
It is proposed to appoint Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin”) as the external audit institution of the company in 2022.
Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “Ernst & Young Huaming”) is the external auditor of the company from 2014 to 2021.
Brief reasons for the change of the accounting firm and the objection of the former accountant: according to the relevant provisions of the Ministry of Finance and the state owned assets supervision and Administration Commission of the State Council on the accounting firm’s commitment to the audit of the financial final accounts of central enterprises, the longest continuous audit period of Ernst & Young Huaming has expired. In combination with the bidding of audit institutions, the company plans to appoint Lixin as the audit institution of financial statements and internal control in 2022. The company has communicated with Ernst & Young Huaming and Lixin on the change of accounting firm, and Ernst & Young Huaming has no objection to the change.
China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as “the company” or “the company”) deliberated and adopted the proposal on paying audit fees in 2021 and hiring external audit institutions in 2022 at the 2nd meeting of the 4th board of directors. The specific contents of relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Lixin was founded in Shanghai in 1927 by Dr. pan Xulun, a leading Chinese accountant, and reopened in 1986. In 2010, Lixin became the first special general partnership accounting firm in China to complete the restructuring. Its registered address is Shanghai and its chief partner is Mr. Zhu Jiandi. As a member of the international accounting network BDO, Lixin has been engaged in securities service business for a long time. Before the implementation of the new securities law, it has a securities and futures business license, has H-share audit qualification, and has been registered with the American public company accounting supervision board (PCAOB).
By the end of 2021, Lixin had 252 partners, 2276 certified public accountants and 9697 employees. Both certified public accountants and employees of Lixin had engaged in securities service business.
In 2020, the business income (audited) of Lixin was 4.106 billion yuan, including 3.431 billion yuan from audit business and 1.357 billion yuan from securities business. In 2020, Lixin provided annual report audit services for 587 listed companies, and the company had one audit client of Listed Companies in the same industry.
2. Investor protection ability
By the end of 2020, Lixin had withdrawn 129 million yuan from the occupational risk fund, and the cumulative compensation limit of the occupational insurance purchased was 1.25 billion yuan. The relevant occupational insurance can cover the civil liability caused by audit failure. 3. Integrity record
In the past three years, Lixin has been subject to criminal punishment, administrative punishment for 4 times, supervision and management measures for 26 times, self-discipline and supervision measures for 3 times, involving 62 employees.
(II) project member information
1. Personnel information
Project partner and signed CPA: Mr. Guo Jian, a certified public accountant in China, has long been engaged in financial accounting, audit and internal control management consulting. He has accumulated rich experience in reviewing and establishing the company’s financial management, internal control and risk management measures. He has more than 20 years of experience in Finance and audit industry, and is familiar with non-ferrous metals, engineering construction, trade, semiconductor industry, manufacturing Computer applications and other industries.
Signature certified public accountant: Ms. Wang Xiaoyan, a certified public accountant in China, has been engaged in auditing since 2008. She has accumulated rich experience in auditing and establishing the company’s financial management, internal control and corporate taxation. She has more than ten years of experience in the audit industry and is familiar with trade, engineering construction, computer application, Internet, manufacturing and other industries.
Reviewer of quality control: Ms. Wang Na, a partner, is a certified public accountant in China. She has worked full-time in an accounting firm since 2005 and has been responsible for the audit or review of many listed companies and central enterprises. In the past three years, 12 listed companies and 12 listed companies have been signed, with corresponding professional competence. 2. Record of the independence and integrity of the above-mentioned relevant personnel
The project partner, the signing certified public accountant and the quality control reviewer have not violated the independence requirements of the code of professional ethics for Chinese certified public accountants, and have no records of criminal punishment, administrative punishment, administrative supervision measures and self-discipline in the past three years.
(III) audit fees
Lixin is the company’s 2022 semi annual review, annual financial final accounts audit organization and internal control audit organization. The employment period is one year, and the audit cost is 6.36 million yuan, including 300000 yuan for internal control audit, 1.08 million yuan for 2022 semi annual review and 4.98 million yuan for 2022 financial final accounts audit.
The annual audit fees and internal control audit fees of the company in 2022 are lower than those in 2021, which is mainly based on the responsibility of professional services and the degree of professional technology investment, and comprehensively considering the experience and level of employees involved in the work, the corresponding charge rate and the working hours invested, which have been confirmed by both parties through friendly negotiation.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
The former accounting firm of the company is Ernst & Young Huaming, and the audit service life expires. The type of audit report opinion in 2021 is standard unqualified opinion. Ernst & Young Huaming adhered to the audit principles of independence, objectivity and impartiality during the audit period for the company, worked diligently and dutifully, issued audit opinions fairly and independently, earnestly performed the responsibilities of the audit institution, and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective. The company does not dismiss the former accounting firm after entrusting the former accounting firm to carry out some audit work.
(II) reasons for the proposed change of accounting firm
According to the relevant regulations and requirements of SASAC, the audit period of Ernst & Young Huaming, the original audit institution of the company, has expired, and the company plans to change the audit institution of financial report.
The company has communicated with anyong Huaming in advance on the change of audit institution, and obtained its understanding and support. Ernst & Young Huaming adheres to the principle of independent audit during its practice, provides professional and rigorous audit services for the company, and earnestly performs the responsibilities of the financial report audit institution. The board of directors of the company expresses heartfelt thanks to Ernst & Young Huaming for its work.
(III) communication with accounting firms before and after listing
The company has communicated with Ernst & Young Huaming and Lixin on the change of accounting firm, and all parties have no objection to the change.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of the audit committee
The audit and Risk Management Committee of the board of directors of the company has fully understood and reviewed the professional competence, investor protection ability, independence and integrity of Ernst & Young Huaming, and believes that in the process of auditing the company’s 2021 financial report and internal control report, Ernst & Young Huaming has strictly complied with the provisions of the auditing standards for Chinese certified public accountants, performed necessary audit procedures and collected appropriate Sufficient audit evidence and an audit report in line with the actual situation of the company.
In view of the fact that an Yonghua Ming has provided audit services for the company up to the longest continuous audit period stipulated by the SASAC, the company selected Lixin as the audit institution for semi annual review, annual financial final accounts and internal control in 2022. We believe that the bidding procedures comply with the company’s regulations and that Lixin has the professional ability to provide audit services for listed companies. We unanimously agree that the company will hire Lixin as the company’s external audit institution in 2022.
(II) prior approval and independent opinions of independent directors
The independent directors of the company have approved in advance and agreed to submit the change of the accounting firm to the board of directors for deliberation and express independent opinions: through the bidding of the audit institution, the company determines Lixin as the audit institution for the semi annual review, annual financial final accounts and internal control in 2022, and the procedures comply with the provisions of the company. We agree that the company will hire Lixin as the company’s external auditor in 2022 for one year, with a total audit fee of 6.36 million yuan.
(III) deliberation and voting of the board of directors
On March 25, 2022, the company held the second meeting of the Fourth Board of directors, which was approved by 7 votes in favor, 0 abstentions and 0 votes against. It agreed to hire Lixin as the external audit institution of the company in 2022 and agreed to submit it to the general meeting of shareholders for deliberation.
(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 by the general meeting of shareholders of the company.
It is hereby announced.
China Railway Signal & Communication Corporation Limited(688009) board of directors March 28, 2022
