Stock Code: Anhui Expressway Company Limited(600012) stock abbreviation: Anhui Expressway Company Limited(600012) No.: pro 2022014
Anhui Expressway Company Limited(600012)
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:
● name of accounting firm to be employed: Ernst & Young Huaming accounting firm (special general partnership) ● name of accounting firm originally employed: PricewaterhouseCoopers Zhongtian accounting firm (special general partnership)
● according to the relevant regulations of Anhui SASAC, the original accounting firm has exceeded the employment period. From 2022, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) will no longer serve as the external auditor of the company’s audit services. The company plans to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022. This matter needs to be submitted to the general meeting of shareholders for deliberation and approval.
Anhui Expressway Company Limited(600012) (hereinafter referred to as “the company”) convened the 19th meeting of the ninth board of directors of the company on March 28, 2022, deliberated and adopted the proposal on changing the accounting firm, and proposed to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the auditor of the company’s financial report and internal control in 2022. Relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Ernst & Young Huaming Certified Public Accountants (special general partnership), hereinafter referred to as “Ernst & Young Huaming”, was established in September 1992, completed the localization transformation in August 2012, and transformed from a Sino foreign cooperative limited liability firm to a special general partnership firm. Ernst & Young Huaming is headquartered in Beijing and its registered address is room 01-12, 17th floor, Ernst & Young building, Oriental Plaza, No. 1, East Chang’an Street, Dongcheng District, Beijing. By the end of 2021, it has 203 partners, and the chief partner is Mr. Mao Anning. An Yonghua Ming has always paid attention to talent training. By the end of 2021, it has 1300 certified public accountants, and more than 400 certified public accountants have signed the audit report of securities service business. The total business income of Ernst & Young Huaming in 2020 was RMB 4.76 billion, including audit business income of RMB 4.589 billion (including securities business income of RMB 2.146 billion). In 2020, there were 100 annual report audit clients of A-share listed companies, with a total charge of RMB 824 million. The main industries of these listed companies involve manufacturing, finance, wholesale and retail, information transmission, software and information technology services, real estate, etc. Including 4 audit clients of Listed Companies in the same industry.
2. Investor protection ability
Ernst & Young Huaming has good investor protection ability, and has withdrawn occupational risk fund and purchased occupational insurance in accordance with relevant laws and regulations, covering Beijing head office and all branches. The sum of the accrued occupational risk fund and the purchased occupational insurance cumulative compensation limit exceeds 200 million yuan. Ernst & Young Huaming has not borne any civil liability due to civil litigation related to practice in recent three years.
3. Integrity record
Ernst & Young Huaming and its employees have not been subject to any criminal punishment or administrative punishment due to their professional behavior in recent three years, as well as the self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as stock exchanges and industry associations.
Ernst & Young Huaming has twice received the decision of warning letter measures issued by the securities regulatory authority, involving 13 employees. The aforesaid decision to issue a warning letter is a supervisory and administrative measure, not an administrative penalty. According to the provisions of relevant laws and regulations, the supervision and management measures will not affect an Yonghua ming to continue to undertake or perform securities service business and other businesses.
(II) project member information
1. Project member information
The project partner of the project is Zhao Guohao, who has the qualification of Chinese certified public accountant and is the signing certified public accountant of the project. Zhao Guohao has worked in the firm for more than 19 years. He became a certified public accountant in 2008, began to engage in the audit of Listed Companies in 2002 and began to practice at Ernst & Young Huaming in 2007. No part-time job.
The other signing certified public accountant of the project is Zhao Wenjiao, who has the qualification of Chinese certified public accountant. Zhao Wenjiao has worked in the firm for more than 7 years. She became a certified public accountant in 2018, began to engage in the audit of Listed Companies in 2014 and began to practice at Ernst & Young Huaming in 2014. No part-time job.
The project quality control reviewer of the project is you Fei, who has the qualification of Chinese certified public accountant. Youfei has worked in the firm for more than 20 years. He became a certified public accountant in 2008, began to engage in the audit of Listed Companies in 2000 and began to practice at Ernst & Young Huaming in 2007. No part-time job.
2. Integrity record
In the past three years, the above-mentioned project partner, another signing certified public accountant and project quality control reviewer have not been subject to criminal punishment, administrative punishment, supervision and management measures of the CSRC and its dispatched offices and industry competent departments, and self-discipline supervision measures and disciplinary sanctions of self-discipline organizations such as stock exchanges and Industry associations. 3. Independence
Ernst & Young Huaming, the above project partners, another signing certified public accountant and project quality control reviewer do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
4. Audit fees
After performing the bidding and selection procedures, the audit service charge is determined according to the audit workload and the fair and reasonable pricing principle. In 2022, the audit fee was 1.98 million yuan (including 1.68 million yuan for the audit of financial statements and 300000 yuan for the audit of internal control), a decrease of 10% compared with the audit fee of the previous year. 2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
Since 2002, the company has engaged PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”) to provide audit services for the company.
PwC Zhongtian issued a standard unqualified audit report on the 2021 financial statements prepared by the company in accordance with the Chinese accounting standards for business enterprises. The company does not have the situation that the former accounting firm has been entrusted to carry out part of the audit work and then dismissed.
(II) reasons for the proposed change of accounting firm
The company originally appointed PwC Zhongtian as the company’s financial audit institution and internal control audit institution, which has continuously provided audit services for the company since 2002. According to the relevant provisions of Anhui SASAC, the original accounting firm has exceeded the employment period. Since 2022, PricewaterhouseCoopers Zhongtian has no longer served as the external auditor of the company’s audit services.
(III) relevant communication
The company has communicated with PricewaterhouseCoopers Zhongtian on the change of accounting firm. PricewaterhouseCoopers Zhongtian has clearly known the matter and confirmed that it has no objection.
PricewaterhouseCoopers Zhongtian worked diligently and conscientiously as the audit institution of the company, strictly abided by relevant national laws and regulations, insisted on fair and objective independent audit and performed the duties of the audit institution.
The company thanks PwC Zhongtian for its hard work.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of the audit committee
The company held an audit committee on March 25, 2022 and passed the proposal on changing the accounting firm. The audit committee of the company has understood and reviewed the professional competence, investor protection ability, independence and integrity records of Ernst & Young Huaming, agreed that the company appointed Ernst & Young Huaming as the financial audit institution and internal control audit institution of the company in 2022, and agreed to submit the proposal to the board of directors of the company for deliberation. It is suggested that the salary should be 1.98 million yuan (including 1.68 million yuan for the audit of financial statements and 300000 yuan for the audit of internal control).
(II) prior approval and independent opinions of independent directors
Prior approval opinions of independent directors:
An Yonghua Ming has independent legal personality and qualification to engage in Securities and futures related business audit, which can meet the company’s requirements for audit work. We agree to submit the proposal on changing the accounting firm to the board of directors of the company for deliberation.
Independent opinions expressed by independent directors:
An Yonghua Ming has independent legal personality and professional qualification in accordance with the provisions of the securities law, which can meet the company’s requirements for audit work. The company’s employment decision-making procedures comply with the provisions of laws, regulations and the articles of association, and do not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. Agree to appoint an Yonghua Ming as the financial audit institution and internal control audit institution of the company in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation after it is reviewed and approved by the board of directors.
(III) deliberation and voting of the board of directors
The company held the 19th meeting of the 9th board of directors on March 28, 2022, deliberated and approved the proposal on changing the accounting firm, and agreed to appoint an Yonghua Ming as the financial auditor and internal control auditor of the company, with the audit fee of RMB 1.98 million (including the audit fee of financial statements of RMB 1.68 million and the audit fee of internal control of RMB 300000); And agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(IV) effective date
The appointment of an 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.
It is hereby announced.
Anhui Expressway Company Limited(600012) board of directors March 28, 2022
