Information of the first extraordinary general meeting of shareholders in 2022
Wuhan
January 2002
catalogue
No. proposal name page
About the change of the company’s audit organization and internal audit in 2021
1 1
Proposal on Controlling Audit Institutions
Proposal on changing the company’s audit institution and internal control audit institution in 2021, shareholders:
Wuhan Ddmc Culture & Sports Co.Ltd(600136) (hereinafter referred to as “the company”) held the 33rd meeting of the ninth board of directors on January 12, 2022. The meeting deliberated and adopted the proposal on changing the company’s audit institution and internal control audit institution in 2021. The details are as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Name of accounting firm to be employed: Asia Pacific (Group) accounting firm (special general partnership) establishment date: September 2, 2013.
Organizational form: special general partnership.
Registered address: 2001, floor 20, building 3, yard 16, Lize Road, Fengtai District, Beijing.
Chief partner: Zhao Qingjun.
At the end of 2020, there were 107 partners; Number of Certified Public Accountants: 562; The number of certified public accountants who have signed the audit report of securities service business is 413.
The total audited revenue in 2020 is 889 million yuan; Audit income of 690 million yuan; The revenue from securities business was 417 million yuan (146 million yuan for listed companies and the new third board, and 271 million yuan for bond issuance and other securities businesses). In 2020, there were 43 audit clients of listed companies; Among the main industries, there are 26 in manufacturing, 8 in information transmission software and information technology services, 2 in culture, sports and entertainment, 2 in mining, and 2 in wholesale and retail; The company has 2 audit clients of Listed Companies in the same industry. The total audit fees for financial statements are 50.17 million yuan. In 2020, there were 545 audit clients of listed companies; Among the main industries, there are 95 software and information technology service industries, 34 electrical machinery and equipment manufacturing industries, 32 computer communication and other electronic equipment manufacturing industries and specialized enterprises
There are 29 equipment manufacturers, 25 commercial service industries, 22 Internet and related services, 21 chemical raw materials and chemical products manufacturers and 19 non-metallic mineral products industries. In 2020, the audit fees of listed companies will be 68.69 million yuan. 2. Investor protection capacity
Asia Pacific (Group) has purchased occupational insurance and accrued occupational risk compensation, with a cumulative compensation limit of more than 80 million yuan. The provision of occupational risk fund and the purchase of occupational insurance comply with the provisions of CK [2015] No. 13. In recent three years, no civil liability has been borne in civil litigation related to practice behavior.
3. Integrity record
In recent three years (2019-2021), Asia Pacific (Group) has been subject to criminal punishment 0 times, administrative punishment 2 times, supervision and management measures 16 times, self-discipline supervision measures 0 times and disciplinary sanctions 0 times. In recent three years, employees have been subject to criminal punishment 0 times, administrative punishment 4 times, supervision and management measures (from 2019 to 2021) 34 times, self-discipline supervision measures 0 times and disciplinary sanctions 0 times.
(II) project information
1. Basic information
Project partner and CPA to be signed: Jian Jie, Asia Pacific (Group) business partner, approved as a CPA in 2002, began to work in Asia Pacific (Group) in 2014, participated in Metallurgical Corporation Of China Ltd(601618) IPO audit, and led the listing audit and annual report audit of several new third board enterprises as a partner.
Signed CPA: Tan Jie, senior project manager of Asia Pacific (Group) Hubei Branch, approved as a CPA in 2015, began to work in Asia Pacific (Group) Hubei branch in 2014, participated in a number of IPO and listed company audits such as Chongqing Sokon Industry Group Stock Co.Ltd(601127) IPO audit project, and led the listing audit and annual report audit of several new third board enterprises.
Reviewer of project quality control: Zhou Yi, certified public accountant, partner of Asia Pacific (Group). With more than 10 years of audit experience, he has served as the principal auditor of many projects such as annual report audit, IPO audit and due diligence. Related items: Sinocelltech Group Limited(688520) (688520) CPA signing IPO share reform report; Beijing Kaiwen Education Technology Co.Ltd(002659) (002659) accountant signing the 2020 annual report; Person in charge of projects listed on the third board, such as haidaneng (871597), Baifeng Pharmaceutical (872260), Liuma Technology (871497).
2. Integrity record
The project partner and the proposed CPA Jian Jie, the proposed CPA Tan Jie and the project quality control reviewer Zhou Yi have not been subject to criminal punishment, administrative punishment, administrative supervision measures and self-discipline punishment
3. Independence
Asia Pacific (Group) and project partners, signed certified public accountants and project quality control reviewers have been engaged in securities service business for many years, and there is no violation of the independence requirements of the code of professional ethics for Chinese certified public accountants. They are able to maintain their independence and have corresponding professional competence in the audit of the project. 4. Audit fees
The audit fee in 2021 is RMB 1.8 million, including financial statement audit fee of RMB 1.25 million and internal control audit fee of RMB 550000. The expenses are determined according to the business responsibility, complexity, work requirements, required working conditions and working hours, and the professional knowledge and work experience invested by staff at all levels who actually participate in the business.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
The former accounting firm of the company is Zhongshen Zhonghuan. The audit service provided by the Institute is 22 years, and the type of audit opinion in 2020 is standard unqualified opinion. In this change of accounting firm, the former accounting firm has not been dismissed after the former accounting firm has been entrusted to carry out some audit work.
(II) reasons for the proposed change of accounting firm
In view of its own personnel, business volume and audit schedule, and in combination with the company’s needs to further improve the independence of audit work, China audit Zhonghuan decided not to undertake the audit of the company’s financial statements in 2021. In order to ensure the smooth progress of the audit work, it is proposed to employ Asia Pacific (Group) as the company’s audit institution in 2021 upon the proposal of the audit committee of the board of directors of the company. The company has fully communicated with China audit Zhonghuan on the change of accounting firm, and China audit Zhonghuan is clearly aware of the matter and confirms that it has no objection.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with Zhongshen Zhonghuan on the proposed change of accounting firm, and has no objection to the change; During his tenure as the company’s audit institution, Zhongshen Zhonghuan worked diligently and conscientiously, strictly complied with relevant national laws and regulations, conducted independent audit with a fair and objective attitude, and earnestly fulfilled the responsibilities of the audit institution. The company expresses its sincere thanks to Zhongshen Zhonghuan for its hard work.
The company has also held preliminary discussions with Asia Pacific (Group) on this matter. The previous and subsequent accounting firms will actively do a good job in relevant communication and cooperation in accordance with the requirements of China Auditing Standards for certified public accountants No. 1153 – communication between former certified public accountants and future certified public accountants.
3、 Procedures to be performed by the accounting firm to be changed
(I) performance of the audit committee
The audit committee of the board of directors of the company has fully understood and communicated in advance about the professional competence, investor protection ability, independence and integrity of Asia Pacific (Group) accounting firm (special general partnership) (hereinafter referred to as “Asia Pacific (Group)”), and believes that Asia Pacific (Group) has the experience and ability to provide audit services for listed companies, Be competent for the audit work in 2021. The audit committee of the board of directors of the company unanimously agreed to appoint Asia Pacific (Group) as the audit institution and internal control audit institution of the company in 2021, and submitted the proposal on changing the audit institution and internal control audit institution of the company in 2021 to the board of directors of the company for deliberation. (II) prior approval and independent opinions of independent directors
Prior approval opinions of independent directors: After reviewing the practice, professional competence, investor protection, independence and integrity of Asia Pacific (Group) accounting firm (special general partnership), we believe that the firm has securities practice qualification and the ability and experience to provide audit services for listed companies, It can provide true and fair audit services for the company, meet the requirements of the company’s financial statement audit and internal control audit, and there is no damage to the interests of the company and shareholders. We agree to submit the proposal on changing the company’s audit institution and internal control audit institution in 2021 to the 33rd meeting of the ninth board of directors for deliberation.
Opinion of independent directors: as an independent director of the company, we believe that the appointment of Asia Pacific (Group) accounting firm (special general partnership) as the company’s audit institution and internal control audit institution in 2021 is in line with the company’s development needs and audit requirements. Asia Pacific (Group) Certified Public Accountants (special general partnership) has the qualification of securities related business audit and the ability to protect investors, has good independence and integrity, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company and its subsidiaries for the audit work in 2021. The review procedures for the change of the accounting firm of the company comply with laws, regulations, the articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders. Therefore, we agree to appoint Asia Pacific (Group) as the audit institution and internal control audit institution of the company in 2021, and agree to submit it to the general meeting of shareholders for deliberation. (III) deliberation and voting of the board of directors
The company held the 33rd meeting of the 9th board of directors on January 11, 2022. At the meeting, the proposal on changing the company’s audit institution and internal control audit institution in 2021 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention, and agreed to appoint Asia Pacific (Group) as the company’s audit institution and internal control audit institution in 2021. It is agreed that the financial audit fee and internal control audit fee in 2021 are 1.8 million yuan, including 1.25 million yuan for financial statement audit and 550000 yuan for internal control audit.
(IV) review procedures to be performed
This change of accounting firm 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.
It is hereby submitted to the general meeting of shareholders for deliberation.
