Securities code: 002528 securities abbreviation: Shenzhen Infinova Limited(002528) Announcement No.: 2022-003 Shenzhen Infinova Limited(002528)
Announcement on change of audit institution in 2021
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.
Special tips:
1. Proposed accounting firm: Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as Lixin).
2. Originally appointed accounting firm: Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as Dahua).
3. Reasons for changing the accounting firm:
Due to the busy business and personnel arrangement of UOB, both parties agree to terminate the audit cooperation relationship after full communication and friendly negotiation. Due to the tight time, in order to better complete the annual audit of Shenzhen Infinova Limited(002528) (hereinafter referred to as Shenzhen Infinova Limited(002528) or the company) in 2021 and ensure the timely disclosure of the company's annual report in 2021, in view of the fact that Lixin is familiar with the company's business, the company plans to replace the annual audit accounting firm and hire Lixin as the company's audit institution in 2021, The term of employment is one year. The company has fully communicated with Dahua and Lixin on the change of accounting firm, and all parties have confirmed that they have reached an agreement on the change.
4. The change of audit institution needs to be submitted to the general meeting of shareholders for deliberation.
The company held the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on January 12, 2022, deliberated and adopted the proposal on changing the audit institution in 2021, agreed to change the annual audit accounting firm and hire Lixin as the audit institution of the company in 2021 for one year. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be changed
(I) institutional information
1. Basic information
Lixin Certified Public Accountants (special general partnership) was founded in Shanghai in 1927 by Dr. pan Xulun, a leading Chinese accountant, and reopened in 1986. In 2010, it became the first special general partnership certified public accountants firm in China to complete the restructuring. Its registered address is Shanghai and its chief partner is Mr. Zhu Jiandi. As a member of the international accounting network BDO, Lixin has been engaged in securities service business for a long time. Before the implementation of the new securities law, it had a securities and futures business license and H-share audit qualification, and has been registered with the American public company accounting supervision board (PCAOB). By the end of 2020, Lixin had 232 partners, 2323 certified public accountants and 9114 employees. Both certified public accountants and employees of Lixin had engaged in securities service business. In 2020, the business income (audited) of Lixin was 4.106 billion yuan, including 3.431 billion yuan from audit business and 1.357 billion yuan from securities business. In 2020, Lixin provided annual report audit services to 576 listed companies, and the company had 69 audit customers of Listed Companies in the same industry.
2. Investor protection capacity
By the end of 2020, Lixin had withdrawn 129 million yuan from the occupational risk fund, and the cumulative compensation limit of the occupational insurance purchased was 1.25 billion yuan. The relevant occupational insurance can cover the civil liability caused by audit failure. 3. Integrity record
Lixin does not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. In recent three years, Lixin has been subject to criminal punishment, administrative punishment for 4 times, supervision and management measures for 26 times, self-discipline and supervision measures for 3 times, involving 62 employees.
(II) project information
1. Basic information
Certified Public Accountants began to provide audit time service for the company's project name and practice time of the company. Han Zirong, partner of the project, signed in December 1995, October 2008, October 2012 and 2021 Certified public accountant Cheng Ying December 2009 December 2008 September 2014 project quality control reviewer Zhang Shunwen July 1994 April 2008 April 2020
(1) Employment of project partners in recent three years:
There are 3 audit reports of listed companies signed by the project partner Mr. Han Zirong in recent three years, which are Cnpc Capital Company Limited(000617) 2018-2020 audit reports, and 5 reviewed reports of listed companies.
(2) Employment of the signing certified public accountant in recent three years:
There are 3 audit reports of listed companies signed by the proposed CPA, Ms. Cheng Ying, in recent three years, which are Cnpc Capital Company Limited(000617) 2018-2020 audit reports.
(3) Employment of quality control reviewer in recent three years:
Mr. Zhang Shunwen, partner of quality control review, signed 16 audit reports of listed companies and reviewed 7 audit reports of Listed Companies in recent three years.
2. Integrity record
The project partner, the signing certified public accountant and the quality control reviewer have not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions in recent three years.
3. Independence
The project partner, the signing certified public accountant and the quality control reviewer do not violate the independence requirements of the code of ethics for Certified Public Accountants in China.
(III) audit fees
The charging is mainly based on the responsibility of professional services and the degree of professional technology investment, taking into account the experience and level of employees involved in the work, the corresponding charging rate, the working hours invested and other factors.
The board of directors of the company requests the general meeting of shareholders of the company to authorize the management of the company to negotiate with Lixin to determine the relevant audit fees according to the specific audit requirements and audit scope of the company in 2021.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
The company held the 18th meeting of the 5th board of directors and the 4th extraordinary general meeting of shareholders in 2021 on October 28, 2021 and November 15, 2021 respectively, deliberated and adopted the proposal on changing the audit institution in 2021, and appointed the audit institution of Huawei in 2021. Up to now, Dahua has carried out pre-trial work on the company and has not formed a formal report.
In 2020, Lixin issued a standard unqualified audit report to the company.
(II) reasons for proposed change of accounting firm
Due to the busy business and personnel arrangement of UOB, both parties agree to terminate the audit cooperation relationship after full communication and friendly negotiation. Due to the tight time, in order to better complete the company's annual audit in 2021 and ensure the timely disclosure of the company's annual report in 2021, in view of the fact that Lixin is familiar with the company's business, the company plans to replace the annual audit accounting office and hire Lixin as the company's audit institution in 2021, with an employment period of one year.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Dahua and Lixin on the change of accounting firm, and all parties have confirmed that they have reached an agreement on the change. The previous and subsequent accounting firms will do a good job of communication and cooperation in accordance with the Chinese auditing standards for certified public accountants No. 1153 - communication between former certified public accountants and future certified public accountants and other relevant requirements.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of audit and risk management committee
The audit and Risk Management Committee of the board of directors communicated with Lixin, fully understood the practice of Lixin, and unanimously recognized the independence, integrity, professional competence and investor protection ability of Lixin after consulting the relevant qualification certificates, relevant information and integrity records of Lixin. Agree to appoint Lixin as the company's audit institution in 2021 and agree to submit it to the company's board of directors for deliberation.
(II) prior approval opinions of independent directors
The independent directors have carefully checked the proposal on changing the audit institution in 2021 and the relevant materials of the accounting firm to be appointed, and believe that Lixin has sufficient experience and good practice team, is familiar with the company's business, can meet the requirements of the company's annual audit, and has sufficient independence, professional competence Investor protection ability and good faith. The change of audit institution is legal and compliant, and there is no damage to the interests of the company and shareholders. Agree to submit the proposal to the board of directors of the company for deliberation.
(III) independent opinions of independent directors
After verification of the independence, integrity, professional competence and investor protection ability of the accounting firm to be employed, the independent directors believe that Lixin has the audit qualification for securities and futures related businesses, has rich experience and ability to provide audit services for listed companies, and is familiar with the operation and development of the company, It can effectively ensure the audit quality of the company. The reasons for the change of audit institution of the company are appropriate, and the deliberation and decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association, which will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The independent directors agreed to change the audit institution of the company in 2021 and agreed to submit the proposal to the general meeting of shareholders for deliberation.
(IV) deliberation and voting of proposals by the board of directors
The company held the 18th meeting of the 5th board of directors on January 12, 2022, and approved the proposal on changing the audit institution in 2021 by unanimous vote. It agreed that the company would replace the annual audit accounting firm and hire Lixin as the audit institution in 2021 for one year.
(V) effective date
This change of audit institution shall be submitted to the general meeting of shareholders of the company for deliberation, and shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
4、 Documents for future reference
1. Resolutions of the 21st Meeting of the 5th board of directors of the company;
2. Resolutions of the 19th meeting of the 5th board of supervisors of the company;
3. Resolution of the 6th meeting of the audit and Risk Management Committee of the 5th board of directors of the company;
4. Prior approval opinions of independent directors on matters related to the 21st Meeting of the Fifth Board of directors of the company;
5. Independent opinions of independent directors on matters related to the 21st Meeting of the Fifth Board of directors of the company; 6. Statement of Lixin Certified Public Accountants (special general partnership) on its basic information.
It is hereby announced.
Shenzhen Infinova Limited(002528)
Board of directors
January 13, 2022
