Securities code: Sailun Group Co.Ltd(601058) securities abbreviation: Sailun Group Co.Ltd(601058) Announcement No.: pro 2022028 Sailun Group Co.Ltd(601058)
Announcement on the renewal of accounting firm
The company and all members of the board of directors 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. Important content tips:
It is proposed to renew the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company's accounting and audit institution and internal control audit institution in 2022, from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
On March 31, 2022, Sailun Group Co.Ltd(601058) (hereinafter referred to as "the company") held the 31st meeting of the 5th board of directors, deliberated and adopted the proposal on renewing the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 and paying its audit remuneration in 2021, It is proposed to renew the appointment of zhongxinghua Certified Public Accountants (special general partnership) (hereinafter referred to as "zhongxinghua") as the company's 2022 financial statement audit and internal control audit institution, and pay its 2021 financial audit remuneration of 1.45 million yuan and internal control audit remuneration of 500000 yuan. The above matters need to be submitted to the general meeting of shareholders of the company for deliberation. Relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Zhongxinghua certified public accountants was established in 1993 and was restructured into "zhongxinghua certified public accountants Co., Ltd." with the approval of the State Administration for Industry and Commerce in 2000. In 2009, Jiangsu Fuhua certified public accountants Co., Ltd. was absorbed and merged and renamed "ZTE huafuhua certified public accountants Co., Ltd.". In 2013, the company carried out partnership transformation. The name of the transformed firm is "zhongxinghua Certified Public Accountants (special general partnership)". Registered address: 204862, building 3, courtyard 1, Dongguantou, Fengtai District, Beijing
Unified social credit Code: 91110102082881146k
The scope of business includes: examining the accounting statements of enterprises and issuing audit reports; Verify the capital of the enterprise and issue a capital verification report; Handle the audit business in the merger, division and liquidation of enterprises and issue relevant reports; Audit of annual financial accounts of capital construction; Acting bookkeeping; Accounting consultation, tax consultation, management consultation and accounting training; Other businesses stipulated by laws and regulations. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
2. Personnel information
At the end of last year, there were 150 partners, 920 certified public accountants and 509 certified public accountants who signed the audit report of securities service business.
3. Business scale
ZTE China has the practicing certificate of accounting firm and the qualification of securities and futures related business. In 2020, the audited business income was 152351 million yuan, including 133493 million yuan of audit business income and 3571593 million yuan of securities business income; The annual reports of 80 listed companies were audited last year, and the total audit fees were 83.863 million yuan. The industries involved by listed companies include manufacturing; Information transmission software and information technology and services; real estate Agriculture, forestry, animal husbandry and fishery There are 49 audit clients of Listed Companies in the same industry (Manufacturing) as the company in the water conservancy, environment and public facilities management industry.
4. Investor protection ability
The occupational risk fund withdrawn by ZTE China is 134892600 yuan, and the cumulative compensation limit of occupational insurance purchased is 150 million yuan. The above relevant occupational insurance can cover the civil liability caused by audit failure.
ZTE China's civil liability in civil litigation related to its practice in recent three years:
(1) Due to the false statements of Boyuan Investment Co., Ltd., nine people including Gao Yuliang and Gao Yuan filed a lawsuit against Boyuan Investment Co., Ltd. and zhongxinghua Certified Public Accountants (special general partnership). The judgment of the court of first instance found that the grounds were insufficient and should be rejected. In 2019, the final judgment of the court of second instance upheld the judgment of first instance, and ZTE will not bear any responsibility.
(2) Jiangsu Zhongxian Group Co., Ltd. issued an unqualified audit report due to its financial situation from 2011 to 2013. Jiangsu credit re guarantee group filed a lawsuit against Jiangsu Zhongxian Group Co., Ltd., Yuan Changsheng, Xia Baolong, Jianghai Securities Co., Ltd., zhongxinghua Certified Public Accountants (special general partnership) and Jiangsu Shita law firm. Zhongxinghua office received the response notice of Jiangsu Yangzhou intermediate people's Court [(2018) Su 10 minchu No. 125] on September 27, 2018. On December 25, 2019, we received a subpoena from the people's Court of Hanjiang District, Yangzhou City, with the case number of (2019) Su 1003 and minchu 9692. We summoned the court to open on February 20, 2020. Due to the epidemic situation, we notified the court to cancel the court session by telephone, and the case has not been heard.
5. Independence and integrity record
ZTE has been subject to supervision and management measures five times and self-discipline supervision measures once in recent three years. 18 employees of zhongxinghua have been subject to supervision and management measures for 18 times and self-discipline supervision measures for 2 times. (II) project information
1. Basic information
Project partner and signing CPA: Li Jiangshan, the current (proposed) signing CPA, has been engaged in audit work since 1999 and has been engaged in securities service business for more than 21 years. He has successively provided IPO audit or annual audit and internal control audit services for Sailun shares, Qingdao Eastsoft Communication Technology Co.Ltd(300183) and other companies, with corresponding professional competence and no other part-time work.
Signature CPA: Yu Taotao, the current (proposed) signature CPA, has been engaged in auditing and securities service business for more than 6 years since 2016, providing IPO audit or annual audit and internal control audit services for many companies, and has corresponding professional competence.
Reviewer of project quality control: Yin Shuying, who obtained the qualification certificate of certified public accountant in 2004, began to engage in the audit business of Listed Companies in December 2002 and has been engaged in securities service business for more than 15 years. He began to practice in zhongxinghua in February 2014 and took the post of quality review of the firm in October 2020; Signed 3 audit reports of Listed Companies in recent three years, reviewed the annual report audit of many new third board companies, and had corresponding professional competence. 2. Record of independence and integrity of project team members
The project partner, the signing certified public accountant and the quality control reviewer do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
The project partner, the signing certified public accountant and the quality control reviewer have not received criminal punishment, administrative punishment, administrative supervision measures and self-discipline punishment in the past three years.
(III) audit fees
1. Audit fee pricing principle
Pricing 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 charging rate and the working hours invested.
2. Year on year changes in audit fees
In 2021, the audit cost was 1.95 million yuan (the same as that in the previous period), including 1.45 million yuan for financial audit and 500000 yuan for internal control audit.
2、 Procedures to be performed by the accounting firm to be reappointed
(I) opinions of the audit committee
The audit committee of the company has reviewed the professional competence, investor protection ability, independence and integrity of zhongxinghua. Zhongxinghua is qualified in the securities industry and has many years of experience and ability to provide audit services for listed companies. It can meet the requirements of the company's accounting audit and internal control audit, and can independently evaluate the company's financial status We agree to submit the proposal on appointing zhongxinghua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 and paying its audit remuneration in 2021 to the 31st meeting of the Fifth Board of directors of the company for deliberation.
(II) prior approval opinions of independent directors
In accordance with the relevant provisions of the standards for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the rules for independent directors of listed companies, the articles of association and other relevant provisions, as independent directors of the company, we have explained the specific situation to the management of the company on the matter of the company's proposed renewal of the accounting firm, and reviewed the relevant qualifications and other supporting materials of the proposed accounting firm. We believe that zhongxinghua accounting firm has many years of experience in providing audit services for listed companies and can meet the audit requirements of the company. The renewal of the accounting firm will not violate relevant laws and regulations and will not damage the legitimate rights and interests of all shareholders and investors. We agree to submit the proposal on renewing the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 and paying its audit remuneration in 2021 to the company's board of directors for deliberation.
(III) opinions of independent directors
We believe that the review and voting procedures of the company's re employment of accounting and audit institutions and internal control audit institutions comply with the relevant provisions of the company law and the articles of association. Given that zhongxinghua Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies, in order to maintain the continuity and stability of the company's audit work in 2022, we agree to appoint zhongxinghua Certified Public Accountants (special general partnership) as the company's accounting audit institution and internal control audit institution in 2022, and pay its financial audit remuneration of 1.45 million yuan in 2021 at the same time, The remuneration for internal control audit is 500000 yuan.
(IV) opinions of the board of directors
On March 31, 2022, the 31st meeting of the 5th board of directors of the company deliberated and adopted the proposal on renewing the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 and paying its audit remuneration in 2021 by 9 votes in favor, 0 votes against and 0 abstentions. Zhongxinghua has many years of experience and ability to provide audit services for listed companies, During the audit of the annual report of 2021, we strictly abide by the professional ethics and professional norms of the accounting firm, complete the accounting audit in strict accordance with the annual financial report audit plan, and guide and standardize the company's financial management and internal control management.
The review procedure of the company's renewal of the accounting firm complies with the relevant provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. The board of directors unanimously agreed to renew the employment of ZTE Huawei's 2022 accounting audit institution and internal control audit institution, and agreed to pay its 2021 financial audit remuneration of 1.45 million yuan and internal control audit remuneration of 500000 yuan. And agree to submit this proposal to the general meeting of shareholders of the company for deliberation, which will take effect from the date of deliberation and adoption of the general meeting of shareholders of the company.
3、 Documents for future reference
1. Resolution of the 31st meeting of the 5th board of directors of the company
2. Prior approval opinions of independent directors of the company on matters related to the 31st meeting of the Fifth Board of directors
3. Independent opinions of independent directors of the company on matters related to the 31st meeting of the 5th board of directors Sailun Group Co.Ltd(601058) board of directors April 2, 2022
