Stock Code: China Construction Bank Corporation(601939) stock abbreviation: China Construction Bank Corporation(601939) Announcement No.: pro 2022011 China Construction Bank Corporation(601939)
Announcement on the renewal of accounting firm
The board of directors and all directors of the bank 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 note: the bank plans to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the Chinese accounting firm of the bank and its domestic subsidiaries in 2022, and Ernst & Young certified public accountants as the international accounting firm of the bank and its major overseas subsidiaries in 2022. The matter of this renewal needs to be submitted to the general meeting of shareholders of the bank for deliberation.
China Construction Bank Corporation(601939) (hereinafter referred to as “the bank”) the board of directors deliberated and adopted the proposal on the employment of external auditors in 2022 on March 29, 2022. The details are as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Ernst & Young Huaming Certified Public Accountants (special general partnership)
(1) Basic information
Ernst & Young Huaming Certified Public Accountants (special general partnership) hereinafter referred to as “Ernst & Young Huaming”,
It was established in September 1992 and completed the localization transformation in August 2012. It was 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; There are 1604 certified public accountants, including more than 1300 certified public accountants with experience in securities related business services, and more than 400 certified public accountants who 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. The bank has 18 audit clients of Listed Companies in the same industry.
(2) Investor protection ability
Anyong Huaming 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 accumulated compensation limit of the accrued occupational risk fund and the purchased occupational insurance exceeds 200 million yuan, which is in line with the relevant provisions of laws and regulations. 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. It 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.
2. Ernst & Young
Ernst & Young (hereinafter referred to as “Ernst & Young”) is a partnership firm established under the laws of Hong Kong and wholly owned by its partners. Ernst & Young has provided professional services such as audit, tax and consulting in Hong Kong since 1976, and provided audit services for many listed companies in Hong Kong, including banking, insurance, securities and other financial institutions. Ernst & Young has been a member of the Ernst & Young global network since its establishment and is an independent legal entity like Ernst & Young Huaming.
From October 1, 2019, Ernst & Young is registered as an auditor of public interest entities under the Hong Kong Financial Reporting Bureau Ordinance. In addition, Ernst & Young has obtained a temporary audit business license in China with the approval of the Ministry of finance of the people’s Republic of China, and is an accounting firm registered with the US PCAOB and the Japanese financial services authority to engage in relevant audit business. Ernst & Young purchases occupational insurance every year in accordance with relevant laws and regulations.
Since 2020, the Hong Kong Financial Reporting Bureau has conducted annual inspection on Ernst & young as the auditor of public interest entities, while before that, the Hong Kong Institute of Certified Public Accountants has conducted similar independent inspection on Ernst & Young every year. The practice quality inspection in the last three years has not found any matters that have a significant impact on Ernst & Young’s audit business.
(II) project information
1. Basic information
(1) Project partner (accountant signing the current A-share audit report): Mr. Jiang Changzheng
Mr. Jiang Changzheng became a certified public accountant in 2004, began to audit listed companies in 2000, began to practice at Ernst & Young Huaming in 2015, and began to provide audit services for the bank in 2022; In recent three years, the annual reports / internal control audits of two listed companies have been signed / reviewed, including the financial industry.
(2) Project partner (signature accountant of current A-share audit report): Mr. Tian Zhiyong
Mr. Tian Zhiyong became a certified public accountant in 2013, began to audit listed companies in 2007, began to practice at Ernst & Young Huaming in 2015, and began to provide audit services for the bank in 2019; In recent three years, the annual reports / internal control audits of two listed companies have been signed / reviewed, including the financial industry.
(3) Project partner (accountant signing the current A-share audit report): Mr. Feng suotang
Mr. Feng soteng became a certified public accountant in 2007, began to audit listed companies in 2002, began to practice at Ernst & Young Huaming in 2002, and began to provide audit services for the bank in 2019; In recent three years, the annual reports / internal control audits of two listed companies have been signed / reviewed, including the financial industry.
(4) Quality control reviewer (current A-share audit report): Mr. Zhang Xiaodong
Mr. Zhang Xiaodong became a certified public accountant in 1997, began to audit listed companies in 1998, began to practice at Ernst & Young Huaming in 1997, and began to provide audit services for the bank in 2020; In recent three years, the annual reports / internal control audits of two listed companies have been signed / reviewed, including the financial industry.
(5) Project partner (signature accountant of current H-share audit report): Mr. Cai Jianchang
Mr. Cai Jianchang, a certified public accountant in Hong Kong, an Australian certified public accountant, and the chief partner of Ernst & Young Asia Pacific Financial Services Audit, has been responsible for the audit of many large financial institutions and listed companies for several consecutive years.
(6) Quality control reviewer (current H-share audit report): Mr. Feng Hanguang
Feng Hanguang, a certified public accountant in Hong Kong, a non practicing member of the Chinese Institute of certified public accountants, a senior member of the Institute of Chartered Accountants in England and Wales, the managing partner of industrial regulation and policy in Ernst & Young Greater China and the review partner of Ernst & Young’s globally recognized international financial reporting standards, has been responsible for the audit quality and review of international accounting standards reports of many large financial institutions and listed companies for several consecutive years.
2. Integrity record
The above project partners, quality control reviewers and current signing accountants have not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions in the past three years.
3. Independence
Ernst & Young Huaming and the above project partners, signing certified public accountants and project quality control reviewers do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
4. Audit fees
The annual audit fee of the bank is determined according to the audit workload and the fair and reasonable pricing principle. The audit fee in 2022 is expected to be 140.96 million yuan (including 94.8 million yuan for the audit fee of the group merger and the parent company), of which the internal control audit fee is 8.6 million yuan. There is no change compared with the audit fee of the previous period.
2、 Procedures to be performed by the accounting firm to be reappointed
(I) performance of the audit committee
The audit committee of the board of directors of the bank held the second meeting of 2022 on March 28, 2022, and believed that Ernst & young, Huaming and Ernst & Young could complete the audit work in accordance with the audit service contract of 2021, and issued the audit opinion on the financial report of 2021 on schedule. The relevant audit opinion was objective and fair; In the audit work, be able to follow the code of professional ethics and carry out the audit work in accordance with the auditing standards of Chinese certified public accountants and other professional standards; Have the independence and professional competence to engage in financial audit and internal control audit, and have a certain ability to protect investors. In order to ensure the continuity of the audit work, the audit committee agreed to employ Ernst & Young Huaming as the Chinese accounting firm of the bank and its domestic subsidiaries in 2022, and Ernst & young as the international accounting firm of the bank and its major overseas subsidiaries in 2022. The total audit fee was 140.96 million yuan (including 94.8 million yuan for the audit fee of the group merger and the parent company), of which the internal control audit fee was 8.6 million yuan, And agreed to submit the matter to the board of directors for deliberation.
(II) prior approval and independent opinions of independent directors
1. Prior approval of independent directors
The independent directors of the bank signed the following prior approval opinions: “As an independent director of the company, we have learned specific information from the company’s management about the company’s plans to renew Ernst & Young Huaming as a Chinese accounting firm for the company and its domestic subsidiaries in 2022 and Ernst & young as an international accounting firm for the company and its major overseas subsidiaries in 2022, and reviewed the relevant qualifications and other supporting materials of the accounting firm to be renewed. We The proposal on the employment of external auditors in 2022 was approved in advance and agreed to submit the proposal to the board of directors of the company for deliberation. ” 2. Independent opinions of independent directors
The independent directors of the bank signed the following independent opinions: “Based on the position of independent judgment, we express the following independent opinions on the renewal of the company’s accounting firm: Ernst & Young Huaming and Ernst & young have the practicing certificate of accounting firm and the qualification to engage in Securities and futures related businesses, have the professional competence to provide audit services for the company, its domestic subsidiaries and major overseas subsidiaries, have due independence, good integrity and certain investor protection ability, and can It can meet the audit requirements of the company, its domestic subsidiaries and major overseas subsidiaries. This renewal does not violate relevant laws and regulations and will not damage the legitimate rights and interests of all shareholders and investors; We agree that the company will continue to employ Ernst & Young Huaming as the Chinese accounting firm of the company and its domestic subsidiaries in 2022, and Ernst & young as the international accounting firm of the company and its major overseas subsidiaries in 2022; Agree to submit the proposal on the employment of external auditors in 2022 to the general meeting of shareholders of the company for deliberation; The company’s review procedures for the renewal of Ernst & Young Huaming and Ernst & Young comply with the relevant provisions of laws, regulations and the articles of association. “
(III) deliberation and voting of the board of directors
The board of directors of the bank deliberated and adopted the proposal on the employment of external auditors in 2022 and agreed to employ Ernst & Young Huaming as the Chinese accounting firm of the bank and its domestic subsidiaries in 2022 and Ernst & young as the international accounting firm of the bank and its major overseas subsidiaries in 2022. This proposal will be submitted to the general meeting of shareholders of the bank for deliberation. Voting of the board of directors: 13 in favor, 0 against and 0 abstention.
(IV) effective date
The appointment of an accounting firm needs to be submitted to the general meeting of shareholders of the bank for deliberation and effective from the date of deliberation and approval by the general meeting of shareholders of the bank.
It is hereby announced.
China Construction Bank Corporation(601939) board of directors March 29, 2022
