Securities code: Bank Of Shanghai Co.Ltd(601229) securities abbreviation: Bank Of Shanghai Co.Ltd(601229) Announcement No.: pro 2022017 preferred stock code: 360029 preferred stock abbreviation: Shanghai Yinyou 1 convertible bond Code: 113042 convertible bond abbreviation: Shanghai Yinyou convertible bond Bank Of Shanghai Co.Ltd(601229)
Announcement on the renewal of accounting firm
Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as “the company” or ” Bank Of Shanghai Co.Ltd(601229) “) the board of directors and all directors 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 the accounting firm to be employed in 2022: PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”)
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
PricewaterhouseCoopers Zhongtian was formerly known as PricewaterhouseCoopers Dahua certified public accountants, which was established on March 28, 1993. With approval, it was renamed PricewaterhouseCoopers Zhongtian certified public accountants Co., Ltd; Approved by the Ministry of Finance Cai Kuai Han [2012] No. 52 on December 24, 2012, it was transformed into PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) on January 18, 2013, with its registered address at room 01, unit 507, DBS building, No. 1318, Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Ring Road, China (Shanghai) pilot free trade zone.
PricewaterhouseCoopers Zhongtian is a member organization of PricewaterhouseCoopers international network. It has the practice certificate of accounting firm and the qualification to engage in the audit business of H-share enterprises. It is an accounting firm with the qualification of securities and futures related business approved by the Ministry of Finance and the CSRC. In addition, PwC Zhongtian is registered with us PCAOB (American public company accounting oversight board) and UK FRC (UK financial reporting office) to engage in relevant audit business. PwC Zhongtian has rich experience in securities business and good professional service ability.
The chief partner of PricewaterhouseCoopers Zhongtian is Li Dan. As of December 31, 2021, PwC China
There are 257 partners and 1401 certified public accountants, of which 346 have signed the audit report of securities service business since 2013.
In the latest fiscal year (2020) audited by PwC Zhongtian, the total revenue was RMB 6.115 billion, the audit revenue was RMB 5.692 billion and the securities business revenue was RMB 2.861 billion. PwC Zhongtian has 103 audit clients for the financial statements of A-share listed companies in 2020, and the total audit fees of A-share listed companies are RMB 584 million. The main industries include manufacturing, finance, transportation, warehousing and postal services, real estate, wholesale and retail sales, and 16 audit clients of A-share listed companies in the same industry (financial industry).
2. Investor protection ability
In terms of investor protection ability, PwC Zhongtian has taken out occupational insurance in accordance with relevant laws and regulations. The sum of the cumulative compensation limit of occupational insurance and occupational risk fund exceeds 200 million yuan. The withdrawal of occupational risk fund or the purchase of occupational insurance comply with relevant regulations. PwC Zhongtian has not undertaken civil liability in relevant civil proceedings due to its practice in recent three years.
3. Integrity record
PricewaterhouseCoopers Zhongtian and its employees have not been subject to criminal punishment, administrative punishment, self-discipline supervision measures and disciplinary sanctions of stock exchanges, industry associations and other self-discipline organizations for practicing behavior in recent three years; PwC Zhongtian has not been subject to the administrative supervision measures of the CSRC and its dispatched offices due to its practice. The four junior employees of PricewaterhouseCoopers Zhongtian received a warning letter from Shanghai Securities Regulatory Bureau in 2019 because their personal investment behavior violated the relevant provisions on independence. The above personal behavior did not affect the effectiveness of PricewaterhouseCoopers Zhongtian quality control system or the practice quality of audit projects. The four employees subsequently resigned from PricewaterhouseCoopers Zhongtian. According to relevant laws and regulations, the above administrative supervision measures will not affect PwC Zhongtian to continue to undertake or execute securities service business and other businesses.
(II) project information
1. Basic information
Project partner and signed certified public accountant: Zhou Zhang, a practicing member of China Institute of certified public accountants, has been a certified public accountant since 2000. He has been engaged in the audit of listed companies since 1999. He has been practicing in PwC Zhongtian since 1998. He has been providing audit services for Bank Of Shanghai Co.Ltd(601229) since 2020. He has signed or reviewed the audit reports of 7 listed companies in the past three years.
Signed certified public accountant: Hu Liang, a practicing member of the China Institute of certified public accountants, has been a certified public accountant since 1997. He has been engaged in the audit of listed companies since 1997 and has been practicing in PricewaterhouseCoopers Zhongtian since 1995,
From 2008 to 2011 and from 2020 to now, he has provided audit services for Bank Of Shanghai Co.Ltd(601229) and signed or reviewed audit reports of 8 listed companies in recent three years.
Partner of project quality review: Yang Shangyuan, a practicing member of China Institute of certified public accountants, has been a certified public accountant since 2014. He has been engaged in the audit of listed companies since 1998. He has been practicing at PricewaterhouseCoopers Zhongtian since 1998. He has been providing audit services for Bank Of Shanghai Co.Ltd(601229) since 2020. He has signed or reviewed the audit reports of 10 listed companies in the past three years.
2. Integrity record
PricewaterhouseCoopers Zhongtian and the above proposed project partners, signed certified public accountants and quality review partners have not been subject to any criminal and administrative punishment in the past three years, have not been subject to the administrative supervision and management measures of the securities regulatory authority due to their practice, and have not been subject to the self-discipline supervision measures and disciplinary sanctions of the stock exchange, industry association and other self-discipline organizations due to their practice.
3. Independence
With regard to PwC Zhongtian’s proposed appointment as the external auditor for Bank Of Shanghai Co.Ltd(601229) 2022, there is no situation that may affect the independence of PWC Zhongtian and the above proposed project partners, signed certified public accountants and quality review partners.
4. Audit fees
The company plans to negotiate procedures for the audit of 2022 annual financial report, review of semi annual financial report and quarterly financial report The total audit fee paid to PwC Zhongtian for the annual internal control audit and other services agreed in the bidding document is RMB 5.18 million (including RMB 4.53 million for the audit of annual financial report, review of semi annual financial report and agreed procedures of quarterly financial report, and RMB 650000 for the audit of internal control), which is unchanged from the audit fee of 2021.
PwC Zhongtian’s audit service fee is determined through public bidding according to the expected audit workload and the principle of fairness and reasonableness.
2、 Procedures to be performed by the accounting firm to be renewed
(I) performance of the audit committee
The eighth meeting of the sixth session of the audit committee of the board of directors of the company considered and approved the proposal on hiring an external audit institution in 2022. According to the known information, it is considered that PwC Zhongtian has due professional competence, investor protection ability, independence and good integrity, and agreed to submit the proposal to the board of directors for deliberation. (II) prior approval and independent opinions of independent directors
The independent directors of the company have expressed their prior approval opinions on the renewal of the accounting firm and agreed to submit the relevant proposals to the board of directors of the company for deliberation in accordance with the relevant procedures of corporate governance.
The independent directors of the company expressed the following independent opinions:
According to the known information, PwC Zhongtian complies with the regulatory provisions in terms of professional competence, investor protection, integrity and independence of the proposed accounting firm. The decision-making procedure of renewing PwC Zhongtian as the company’s external audit institution in 2022 complies with relevant laws and regulations and relevant provisions of Bank Of Shanghai Co.Ltd(601229) articles of association, and agrees to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
(III) deliberation and voting of the board of directors
The 13th meeting of the 6th board of directors of the company deliberated and adopted the proposal on hiring an external audit institution in 2022 with 18 votes in favor, 0 against and 0 abstention.
(IV) effective date
The engagement of an accounting firm needs to be submitted to the 2021 annual 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.
Bank Of Shanghai Co.Ltd(601229) board of directors April 22, 2022
