Securities code: Hunan Aihua Group Co.Ltd(603989) securities abbreviation: Hunan Aihua Group Co.Ltd(603989) Announcement No.: 2022033 convertible bond Code: 113504 convertible bond abbreviation: Aihua convertible bond
Hunan Aihua Group Co.Ltd(603989)
Announcement on reappointment of the company’s audit institution in 2022
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 renewed: Tianzhi international accounting firm (special general partnership). The matter of renewing the accounting firm needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Tianzhi International Certified Public Accountants (special general partnership), founded in December 1988 and headquartered in Beijing, is a super large comprehensive consulting organization focusing on audit and assurance, capital market services, management consulting, government affairs consulting, tax services, legal affairs and liquidation, information technology consulting, engineering consulting and enterprise valuation.
The chief partner of Tianzhi international is Qiu Jingzhi, whose registered address is area A-1 and a-5, building 68, No. 19, Chegongzhuang West Road, Haidian District, Beijing. The organizational form is special general partnership.
Tianzhi international has obtained the practice certificate issued by the Beijing Municipal Bureau of finance. It is one of the first accounting firms in China to obtain the qualification of securities and futures related business, the qualification of engaging in the audit business of super large state-owned enterprises, the qualification of financial audit, the qualification of Accounting judicial appraisal, and the qualification of security and confidentiality of military secret related business consulting services, And registered with PCAOB in the United States. Tianzhi international has been engaged in securities service business for more than 20 years.
As of December 31, 2021, there were 71 partners of Tianzhi international, 939 certified public accountants and 313 certified public accountants who signed the audit report of securities service business.
In 2020, the total audited revenue of Tianzhi international was 2.228 billion yuan, the audit revenue was 1.693 billion yuan and the securities business revenue was 813 million yuan. In 2020, there were 185 audit clients of listed companies, and the main industries (industries of the CSRC, the same below) include manufacturing, information transmission, software and information technology services, power, heat, gas and water production and supply, transportation, warehousing and postal services, real estate, etc. the total audit fees were 207 million yuan, and the company had 110 audit clients of Listed Companies in the same industry.
2. Investor protection ability
In accordance with relevant laws and regulations, Tianzhi international has accrued full amount of occupational risk fund in previous years, and the cumulative compensation limit of accrued occupational risk fund and purchased occupational insurance shall not be less than 80 million yuan. The withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations. In recent three years (from 2019, 2020, 2021 and the beginning of 2022 to the date of this announcement, the same below), Tianzhi international has not borne civil liability in relevant civil proceedings due to its practice.
3. Integrity record
In the past three years, Tianzhi international has received 0 criminal punishment, 0 administrative punishment, 7 Supervision and management measures, 0 self-discipline supervision measures and 0 disciplinary sanctions for its practice. In the past three years, employees have been subject to supervision and management measures for practice for 6 times, involving 16 personnel. There is no case of criminal punishment, administrative punishment and self-discipline supervision measures for practice.
(II) project information
1. Basic information
The basic information of the project partner, signature certified public accountant and project quality control reviewer is as follows:
Audit report of the listed company was signed by the certified public accountant in 2005, and the company has been listed for nearly three years. In 2005, it began to provide audit report for the listed company.
Signature certified public accountant 2: Kang Yungao, who became a certified public accountant in 2014, began to engage in the audit of Listed Companies in 2015, began to practice in the exchange in 2007, began to provide audit services for Hunan Aihua Group Co.Ltd(603989) in 2020, and signed 4 audit reports of Listed Companies in recent three years.
Reviewer of project quality control: Wang Jun, who became a certified public accountant in 1998, began to engage in the audit of Listed Companies in 2005, began to practice in the Institute in 2000, and reviewed at least 20 audit reports of Listed Companies in recent three years.
2. Integrity record
In the past three years, the project partner, the signing certified public accountant and the project quality control reviewer have not been subject to criminal punishment due to their professional behavior, administrative punishment and supervision measures by the CSRC and its dispatched offices, industry competent departments, self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as stock exchanges and industry associations.
3. Independence
There are no circumstances that may affect the independence of Tianzhi international, project partners, signing certified public accountants and project quality control reviewers.
4. Audit fees
The audit service charge of Tianzhi international is determined according to the business responsibility, complexity, work requirements, required working conditions and working hours, as well as the professional knowledge and working experience invested by staff at all levels who actually participate in the business. The total audit cost in 2021 is 900000 yuan (including 800000 yuan for annual report audit and 100000 yuan for internal control audit).
2、 Procedures to be performed by the accounting firm to be reappointed
(I) performance of the audit committee
After the audit by the audit committee of the company, it is considered that Tianzhi international has the audit qualification of securities and futures related businesses, has rich experience in the audit of listed companies, has provided audit services for the company for many consecutive years, has been able to effectively perform the responsibilities of the audit institution in the practice process of previous years, and has professional competence. Tianzhi international has accrued full amount of occupational risk fund in previous years in accordance with relevant laws and regulations. Tianzhi international does not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. In conclusion, the Audit Committee believes that Tianzhi international has the relevant qualifications to provide audit reports for the company, and its professional competence, investor protection ability, independence and integrity meet the relevant requirements. It agrees to propose to the board of directors to renew Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, responsible for the company’s financial audit and internal control audit.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
After verification, we believe that Tianzhi International Certified Public Accountants (special general partnership) has relevant qualifications, sufficient independence, professional competence, investor protection ability and good integrity.
And has continuously provided audit services for the company for many years. During the period of serving as the company’s audit institution, the auditors of the Institute have scrupulously performed their duties, strictly abided by the code of professional ethics, followed the independent, objective and fair practice standards, and better fulfilled the responsibilities and obligations of the audit institution. To ensure the stability and continuity of the company’s audit work, we agree to continue to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the matter to the sixth meeting of the Fifth Board of directors for deliberation.
2. Independent opinions of independent directors
Tianzhi International Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses, has rich experience and professional quality in auditing listed companies, and can evaluate the company’s financial situation independently, objectively and fairly. Tianzhi International Certified Public Accountants has successfully completed the company’s audit work in 2021, and the audit report issued for the company is objective and fair. The voting procedures of the board of directors on the renewal of Tianzhi international accounting firm as the company’s audit institution in 2022 comply with the provisions of relevant laws and regulations, and there is no situation that damages the legitimate rights and interests of all shareholders and investors. We agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company’s financial report audit institution and internal control audit institution in 2022, and agree to request the general meeting of shareholders to authorize the operation and management to determine their annual audit fees according to the specific workload and market price level of 2022 audit.
(III) deliberation and voting of the board of directors of the company
At the 6th meeting of the 5th board of directors of the company, the proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes, and Tianzhi International Certified Public Accountants (special general partnership) was agreed to be the company’s financial report and internal control audit institution in 2022, The general meeting of shareholders is also requested to authorize the operation and management to determine their audit fees in 2022 according to the specific workload and market price level of the audit in 2022. The total audit cost in 2021 is 900000 yuan (including 800000 yuan for annual report audit and 100000 yuan for internal control audit).
(IV) effective date
The renewal of the company’s audit institution in 2022 still 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.
Hunan Aihua Group Co.Ltd(603989) board of directors
April 6, 2022
