Securities code: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) securities abbreviation: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) Announcement No.: 2022053 Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Announcement on the company’s reappointment of audit institutions in 2022
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.
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as “the company”) held the 23rd Meeting of the third board of directors and the 16th meeting of the third board of supervisors on April 9, 2022, deliberated and approved the proposal on the company’s reappointment of the audit institution in 2022, and agreed to the company’s reappointment of Tianzhi International accounting firm (special general partnership) (hereinafter referred to as “Tianzhi international”) as the company’s audit institution in 2022. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Relevant matters are hereby announced as follows:
1、 Description of the proposed accounting firm
Tianzhi international is qualified in the securities industry and has rich experience and professional quality in the audit of listed companies. During its tenure as the company’s audit institution, it followed the independent audit standards for Chinese certified public accountants, was diligent and conscientious, and issued independent audit opinions in a fair and reasonable manner.
In order to maintain the continuity and stability of the company’s audit work, the audit committee of the board of directors of the company plans to nominate Tianzhi international to continue to be employed as the company’s audit institution in 2022, and authorize the company’s operation and management to determine its annual audit fee according to the specific workload and market price level of 2022 audit for one year, And agreed to submit the proposal on the company’s reappointment of audit institutions in 2022 to the 2021 annual general meeting of shareholders for deliberation.
2、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Founded in December 1988 and headquartered in Beijing, Tianzhi international 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 (Manufacturing).
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:
Project partner and CPA to be signed 1: Kang Daian, who became a CPA in 2006, began to engage in the audit of Listed Companies in 2006, began to practice in the exchange in 2005, began to provide audit services for the company in 2022, signed 6 audit reports of Listed Companies in recent three years and reviewed 1 audit report of Listed Companies in recent three years.
Signature certified public accountant 2: Chen Tianjiao, who became a certified public accountant in 2020, began to engage in the audit of Listed Companies in 2016, began to practice in the exchange in 2020, began to provide audit services for the company in 2022, signed 1 audit report of Listed Companies in recent three years and reviewed 0 audit report 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 fee for 2022 will be determined through consultation with Tianzhi international according to the company’s business scale, industry, complexity of accounting treatment and other factors, as well as the auditors required for annual report audit and the workload invested.
3、 Procedures to be performed by an accounting firm
1. Opinions of the audit committee of the board of directors
The audit committee of the board of Directors believes that in the process of practice, Tianzhi international has worked diligently and conscientiously, strictly followed the relevant national regulations and the requirements of the practice norms of certified public accountants, and the contents of the audit report issued for the company objectively and fairly reflected the financial status and business results of the company in each period, fulfilled the responsibilities of the audit institution, and agreed to propose to the board of directors to renew Tianzhi international as the company’s audit institution in 2022.
2. Prior approval opinions of independent directors
The independent directors believe that in the process of serving as the company’s audit institution and carrying out various special audits and financial statement audits, Tianzhi international adheres to the independent audit with a fair and objective attitude, and well performs its responsibilities and obligations as an audit institution. They unanimously agree to continue to hire Tianzhi international as the audit institution of the company’s 2022 financial report and submit it to the board of directors for deliberation.
3. Opinions of independent directors
Independent directors believe that we have reviewed the proposal on the company’s reappointment of audit institutions in 2022 in advance. Tianzhi international has the qualification in the securities industry and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution, he followed the independent audit standards for Chinese certified public accountants, diligently and reasonably expressed independent audit opinions. It is unanimously agreed to employ Tianzhi international as the company’s audit institution in 2022 and submit it to the general meeting of shareholders for deliberation.
4. Opinions of the board of directors
The 23rd Meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s reappointment of audit institutions in 2022. The board of Directors believes that Tianzhi international has issued various professional reports for the company in accordance with the independent practice standards in the previous annual audit work of the company, and the contents of the report are objective and fair. The board of directors agrees to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year. The independent directors of the company have approved and expressed independent opinions on this matter in advance, and agreed to continue to hire Tianzhi international as the audit institution of the company in 2022 and submit it to the general meeting of shareholders for deliberation.
5. Opinions of the board of supervisors
The 16th meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company’s reappointment of audit institutions in 2022. The board of supervisors believed that in the previous annual audit work of the company, Tianzhi international issued various professional reports for the company in accordance with the independent practice standards, and the contents of the reports were objective and fair. The board of supervisors agreed to renew Tianzhi international as the company’s audit institution in 2022.
4、 Documents for future reference
1. Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) the resolution of the 23rd Meeting of the third board of directors; 2. Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) the resolution of the 16th meeting of the third board of supervisors;
3. Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) independent directors’ prior approval opinions on matters related to the 23rd Meeting of the third board of directors;
4. Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) independent directors’ independent opinions on matters related to the 23rd Meeting of the third board of directors;
5. Supporting documents for the performance of the duties of the Audit Committee;
6. The business license of Tianzhi International Certified Public Accountants, 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.
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) board of directors April 12, 2022
