Securities code: Shantui Construction Machinery Co.Ltd(000680) securities abbreviation: Shantui Construction Machinery Co.Ltd(000680) Announcement No.: 2022025 Shantui Construction Machinery Co.Ltd(000680)
Announcement on the proposed change 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.
Special tips:
1. Name of the accounting firm to be employed: Shanghui accounting firm (special general partnership) (hereinafter referred to as “Shanghui firm” or “Shanghui”).
2. Name of the original accounting firm: Daxin accounting firm (special general partnership) (hereinafter referred to as “Daxin firm” or “Daxin”).
3. Reasons for changing the accounting firm: the company believes that Daxin firm has a long continuous audit period, and proposes to hire Shanghui firm as the company’s audit institution in 2022 from the perspective of independence. After careful study, the company believes that Daxin firm has provided audit services for our company for more than 26 consecutive years, adhered to the principle of independent audit in the process of practice, and earnestly fulfilled the due responsibilities of the audit institution. In order to continuously ensure the independence, objectivity and fairness of the audit work, and comprehensively consider the risks faced by the company in the business carried out in 2022, as well as the company’s development strategy, business layout, audit needs and other factors, the company plans to hire Shanghui firm as the company’s audit institution in 2022 to provide audit services for the company for a period of one year.
Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as ” Shantui Construction Machinery Co.Ltd(000680) ,” the company “or” the company “) held the 15th meeting of the 10th board of directors on March 28, 2022, deliberated and adopted the proposal on proposed change of accounting firm, and proposed to change the audit institution of the company in 2022 into a meeting firm. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The details are hereby announced as follows:
1、 Basic information of the accounting firm to be changed
(I) information of the firm
1. Institutional information
Shanghui accounting firm (special general partnership), formerly known as Shanghai accounting firm, is the first accounting firm in China established in 1981. It was restructured into a limited liability company accounting firm in December 1998 and into Shanghui accounting firm (special general partnership) in December 2013. The Shanghai Securities Association has been engaged in securities service business for a long time. Before the implementation of the new securities law, it has securities and futures business licenses. The Shanghai Securities Association pays attention to service quality and reputation, which has been highly recognized by customers, regulatory authorities and investment institutions.
2. Personnel information
By the end of 2021, the meeting had 74 partners and 445 certified public accountants, including 115 certified public accountants who had signed the audit report of securities service business.
3. Business information
The business income (Unaudited) of the conference in 2020 was 497 million yuan, including 299 million yuan from audit business and 159 million yuan from securities business. In 2020, it will provide annual report audit services for 38 listed companies, with an audit service fee of 39 million yuan, involving industries including mining; manufacturing Electricity, heat, gas and water production and supply Wholesale and retail Transportation, storage and postal services real estate Information transmission, software and information technology services Scientific research and technology services In the cultural, sports and entertainment industries, the company has 22 audit clients of Listed Companies in the same industry.
4. Investor protection ability
By the end of 2021, 766400 yuan of occupational risk fund had been withdrawn from the conference, and the cumulative compensation limit of occupational insurance purchased was 300 million yuan. Relevant occupational insurance can cover civil liability caused by audit failure. In the past three years, Shanghui accounting firm (special general partnership) has assumed civil liability in civil litigation related to practice behavior. One case has been concluded in 2021, which is a civil litigation case of Zhongzhou Futures Co., Ltd. and has been executed.
5. Independence and integrity record
Shanghui accounting firm (special general partnership) has been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 3 times, self-discipline supervision measures 0 times and disciplinary punishment 0 times in recent three years. In the past three years, six employees have been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 3 times and self-discipline supervision measures 0 times for practicing behavior.
(II) project members
1. Basic information
Project partner to be signed: Jiang Yan
He became a certified public accountant in 1998 and began to audit listed companies in 1996. He began to practice in Shanghui Certified Public Accountants (special general partnership) in 1996. From December 2004 to October 2016, he worked in Deloitte Huayong Certified Public Accountants (special general partnership). It has successively provided audit services for Wanhua Chemical Group Co.Ltd(600309) , Jiangsu Xinning Modern Logistics Co.Ltd(300013) , Shanghai Kaikai Industry Company Limited(600272) and other companies.
Certified public accountant to be signed: Li Bo
In 2002, he became a certified public accountant in China and became a listed company in the Accounting Conference. In the past three years, six listed companies and new third board companies have signed audit reports.
Proposed project quality control reviewer: Liu Xuejiao
He has certified public accountant qualification and has been engaged in securities service business for more than 15 years. He has successively served as audit service and project quality control review of many listed companies, and has corresponding professional competence.
2. Integrity record
In the past three years, the partners of the project to be signed, the signing certified public accountants and the quality control reviewers have not been subject to criminal punishment due to their professional behavior, administrative punishment and supervision measures by the CSRC, its dispatched offices and industry competent departments, and self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as stock exchanges and industry associations.
3. Independence
The partners of the project to be signed, the signing certified public accountants and the quality control reviewers do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants, do not hold and buy or sell the company’s shares, and do not have other economic interests that affect the independence. Regular rotation meets the requirements.
4. Audit fees
In 2022, the financial statement audit fee and internal control audit fee totaled 1.45 million yuan, the interim financial statement audit fee was 1.2 million yuan, and the internal control audit fee was 250000 yuan. The amount of relevant charges is determined by the company through bidding.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Daxin firm, the former audit institution of the company, has provided audit services for the company for more than 26 consecutive years. In the work of providing audit services for the company, it can follow the professional standards of independence, objectivity and impartiality, fulfill its duties, provide high-quality audit services for the company and earnestly perform the responsibilities of the audit institution.
The type of audit opinion of the company’s financial report in the previous year is standard unqualified opinion, and the audit opinion of the internal control evaluation report is standard unqualified opinion. The company does not entrust Daxin firm to carry out part of the audit work and then dismiss it.
(II) reasons for the proposed change of accounting firm
The company believes that Daxin firm has a long continuous audit period, and proposes to hire Shanghui firm as the company’s audit institution in 2022 from the perspective of independence. After careful study, the company believes that Daxin firm has provided audit services for our company for more than 26 consecutive years, adhered to the principle of independent audit in the process of practice, and earnestly fulfilled the due responsibilities of the audit institution. In order to continuously ensure the independence, objectivity and fairness of the audit work, and comprehensively consider the risks faced by the company in the business carried out in 2022, as well as the company’s development strategy, business layout, audit needs and other factors, the company plans to hire Shanghui firm as the company’s audit institution in 2022 to provide audit services for the company for a period of one year.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Daxin firm and Shanghui firm on the replacement of annual audit institution, and all parties have clearly known the matter and expressed no objection. Daxin firm and Shanghui firm will do a good job of communication and cooperation in accordance with the requirements of China Auditing Standards for certified public accountants No. 1153 – communication between former certified public accountants and subsequent certified public accountants. The board of directors of the company expressed heartfelt thanks to Daxin firm for its hard work and good service during its tenure as the audit institution of the company.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of the audit committee
The audit committee of the board of directors of the company had a full understanding of the practice of Shanghui firm in advance. After consulting the relevant qualification certificates, relevant information and integrity records of Shanghui firm, it unanimously recognized the independence, professional competence and investor protection ability of Shanghui firm, and considered that Shanghui firm has the experience and ability to provide audit services for listed companies and is competent for the audit work in 2022, Propose to the board of directors to appoint Shanghui firm as the audit institution of the company in 2022.
(II) prior approval and independent opinions of independent directors
Prior approval opinions of independent directors: after verification, the Shanghai accounting firm has the practice certificate of accounting firm and the business qualification related to securities and futures, has sufficient independence, professional competence and investor protection ability, has the audit service experience of listed companies, and can meet the audit requirements of the company. The proposed change of accounting firm is a reasonable change based on the business development and audit needs of the company, does not violate relevant laws and regulations, and does not damage the legitimate rights and interests of all shareholders and investors. In conclusion, the independent directors agreed to submit the proposal on the proposed change of accounting firm to the 15th meeting of the 10th board of directors for deliberation.
Independent opinions of independent directors: Shanghui firm has the practice certificate of accounting firm and the business qualification related to securities and futures, has the audit service experience of listed companies, has sufficient independence, professional competence and investor protection ability, and can meet the requirements of annual financial audit and internal control audit; The company has fully communicated with the previous and subsequent accounting firms on the replacement of the annual audit institution, and all parties have no objection. The review procedure for the company to change the accounting firm and determine its remuneration complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. To sum up, the independent directors agreed that the company would appoint the accounting firm as the financial and internal control audit institution of the company in 2022, and submit the proposal on the proposed change of accounting firm to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) the board of directors shall review the voting of the appointment of accounting firms and the review procedures to be performed
The company held the 15th meeting of the 10th board of directors on March 28, 2022. With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the proposed change of accounting firm was reviewed and approved, and the company agreed to appoint Shanghui firm as the financial and internal control audit institution of the company in 2022. This change of accounting firm will take effect after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
4、 Documents for future reference
1. Resolutions of the 15th meeting of the 10th board of directors of the company;
2. Supporting documents for the performance of the duties of the Audit Committee;
3. Prior approval and independent opinions signed by independent directors;
4. 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 identity certificate, practice license and contact information of the certified public accountant to be responsible for the specific audit business.
It is hereby announced.
Shantui Construction Machinery Co.Ltd(000680) board of directors March 28, 2002
