Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-009 Shandong Fengyuan Chemical Co.Ltd(002805)
Announcement on hiring internal control audit institutions
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as "the company") held the 12th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on January 12, 2021, deliberated and adopted the proposal on hiring an internal control audit institution respectively, and agreed to hire Daxin Certified Public Accountants (special general partnership) as the internal control audit institution of the company in 2021. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as "Daxin") was established in 1985 and transformed into a special general partnership in March 2012. Its registered address is room 1504, College International Building, No. 1 Zhichun Road, Haidian District, Beijing. Daxin has 31 branches in China, set up branches in Hong Kong, and initiated the establishment of Daxin international accounting network in 2017. At present, the global members of Daxin international accounting network include 17 network members such as the United States, Canada, Australia, Germany, France, the United Kingdom and Singapore. Daxin has the practicing certificate of accounting firm issued by the Ministry of finance. It is one of the earliest accounting firms engaged in securities business in China and one of the first to obtain the audit qualification of H-share enterprises. It has nearly 30 years of securities business experience.
2. Personnel information
The chief partner is Mr. Hu Yonghua. As of December 31, 2020, Daxin had 4449 employees, including 144 partners and 1192 certified public accountants, an increase of 14 certified public accountants over the previous year. More than 500 certified public accountants have signed the audit report of securities service business.
3. Business information
In 2020, the business revenue was 1.832 billion yuan, providing services to more than 10000 companies. Among the business income, the audit business income was 1.568 billion yuan and the securities business income was 584 million yuan. Annual report of Listed Companies in 2020
There are 181 audit clients (including H shares), with average assets of 24.951 billion yuan and total charges of 231 million yuan, mainly distributed in manufacturing, information transmission software and information technology services, water conservancy and environment and public facilities management, power, heat, gas and water production and supply, transportation, storage and postal services. The company has 107 audit clients of Listed Companies in the same industry.
4. Investor protection ability
The sum of the cumulative compensation limit of occupational insurance and the occupational risk fund withdrawn exceeds 80 million yuan, and the withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations.
Civil liability in civil litigation related to practice in recent three years: in December 2020, Hangzhou intermediate people's court ruled that the exchange and other institutions should bear joint and several liability for compensation in the "Wuyang debt" case, and the exchange appealed against the judgment. In September 2021, the higher people's Court of Zhejiang Province made a judgment and upheld the original judgment. 5. Independence and integrity record
Daxin does not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. In recent three years, Daxin has been subject to administrative punishment once and administrative supervision measures 16 times, and has not been subject to criminal punishment, self-discipline supervision measures and self-discipline sanctions. In the past three years, 2 employees have been subject to administrative punishment and 34 people have been subject to supervision and management measures.
(II) project information
1. Basic information
Proposed project partner: Tian Cheng
He has certified public accountant qualification and securities business service experience. He has been engaged in the audit of listed companies and professional services related to the capital market since 2002. He was registered as a practicing member of Certified Public Accountants in 2006 and joined Daxin Certified Public Accountants (special general partnership) in 2008. He has provided audit services for many listed companies and has corresponding professional capabilities. Not part-time in other units.
Certified public accountant to be signed: Yu renqiang
He has certified public accountant qualification and securities business service experience. He was registered as a certified public accountant practicing member in 2009. In 2011, he joined Daxin Certified Public Accountants (special general partnership) and began to engage in listed company audit and professional services related to capital market. He has provided audit services for many listed companies and has corresponding professional capabilities. Not part-time in other units.
Proposed project quality control reviewer: Li Hong
It is proposed to arrange Li Hong, the chief auditor, as the project quality reviewer. The reviewer has the qualification of certified public accountant, has rich experience in securities business quality review, and does not work part-time in other units.
2. Integrity record
In the past three years, the partners of the project to be signed, the signing certified public accountants and the quality control reviewers have not been subject to criminal punishment due to their professional behavior, administrative punishment and supervision measures by the CSRC, its dispatched offices and industry competent departments, and self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as stock exchanges and industry associations.
3. Independence
The partner of the project to be signed, 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, do not hold and buy or sell the company's shares, and do not have other economic interests affecting the independence. Regular rotation meets the requirements.
(III) audit fees
The pricing principle of audit fees is mainly based on the comprehensive consideration of the company's business scale, complexity of audit work, audit workload and other factors, which is determined after negotiation between both parties.
The company expects to pay Daxin Certified Public Accountants (special general partnership) 250000 yuan (including tax) for internal control audit in 2021, and other expenses shall be determined by both parties through negotiation according to the actual situation. At the same time, the management of the authorized company and its authorized personnel are requested to determine their remuneration and sign relevant contracts according to the actual audit workload and other work conditions.
2、 Procedures to be performed by the accounting firm to be reappointed
(I) performance of the audit committee
After review, the Audit Committee believes that Daxin Certified Public Accountants (special general partnership) has corresponding independence, professional competence and investor protection ability; In the process of providing audit services for the company, he is diligent, rigorous, fair, objective and independent, and completes the annual audit business entrusted by the company, which reflects good professional norms and ethics. The audit report issued can fully reflect the actual situation of the company. In order to maintain the continuity of audit work, it is recommended to hire Daxin Certified Public Accountants (special general partnership) as the internal control audit institution of the company in 2021.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors:
After verification, we believe that Daxin Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability. The engagement of Daxin Certified Public Accountants (special general partnership) is conducive to ensuring the continuity of the company's audit work and protecting the interests of the company and shareholders, especially the interests of minority shareholders. The pricing principle of audit fees is mainly based on the comprehensive consideration of the company's business scale, complexity of audit work, audit workload and other factors, and the pricing is fair and reasonable.
In conclusion, we agree to submit the proposal on hiring internal control audit institutions to the 12th meeting of the 5th board of directors for deliberation.
2. Independent directors express independent opinions:
After verification, we believe that Daxin Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability. The renewal of Daxin Certified Public Accountants (special general partnership) is conducive to ensuring the continuity of the company's audit work and protecting the interests of the company and shareholders, especially the interests of minority shareholders. The pricing principle of audit fees is mainly based on the comprehensive consideration of the company's business scale, complexity of audit work, audit workload and other factors, and the pricing is fair and reasonable. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. Therefore, we agree to the proposal on hiring an internal control audit institution and submit it to the general meeting of shareholders of the company for deliberation.
(III) deliberations of the board of directors and the board of supervisors
The company held the 12th meeting of the 5th board of directors on January 12, 2021 and considered and adopted the proposal on engaging internal control audit institutions. The voting was: 9 in favor, 0 against and 0 abstention. The company held the 9th meeting of the 5th board of supervisors on January 12, 2021, considered and adopted the proposal on hiring an internal control audit institution. The voting was: 3 in favor, 0 against and 0 abstention. (IV) effective date
The proposal on hiring an internal control audit institution needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and will take effect from the date of deliberation and approval by the general meeting of shareholders of the company.
3、 Documents for future reference
1. Resolutions of the 12th meeting of the 5th board of directors;
2. Resolutions of the 6th meeting of the audit committee of the 5th board of directors;
3. Prior approval opinions of independent directors on matters related to the 12th meeting of the Fifth Board of directors;
4. Independent opinions of independent directors on matters related to the 12th meeting of the Fifth Board of directors;
5. Basic information of Daxin Certified Public Accountants (special general partnership).
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
January 13, 2021
