Securities code: Pnc Process Systems Co.Ltd(603690) securities abbreviation: Pnc Process Systems Co.Ltd(603690) Announcement No.: 2022044 Pnc Process Systems Co.Ltd(603690)
Announcement on reappointment of the company’s audit institution in 2022
The board of directors and all directors of the company 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 accounting firm to be employed: Zhonghua Certified Public Accountants (special general partnership) Pnc Process Systems Co.Ltd(603690) (hereinafter referred to as “the company”) held the 18th meeting of the 4th board of directors on April 28, 2022, deliberated and approved the proposal on renewing the company’s audit institution in 2022, and the company plans to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, Provide the company with accounting statement audit, internal control audit and other relevant consulting services. This matter needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of the accounting firm to be employed
(I) institutional information
1. Basic information
Name of accounting firm: Zhonghua Certified Public Accountants (special general partnership)
Date of establishment: September 1, 1985
Organizational form: special general partnership
Registered address: Jiading District, Shanghai
Chief partner: Lu Shimin
At the end of 2021, the number of partners of Zhonghua exchange was 42, the number of certified public accountants was 338, and the number of certified public accountants who signed the audit report of securities service business exceeded 140.
Total revenue of Zhonghua exchange in 2021 (audited): 521 million yuan; Including audit business income (audited): 411 million yuan and securities business income (audited): 163 million yuan. Number of audit clients of Listed Companies in 2021: 74, total audit fees of listed companies: 92 million yuan. The main industries of audit clients are manufacturing, information transmission, software and information technology services, and construction. There are 4 audit clients of Listed Companies in the same industry with the company (C35 special equipment manufacturing).
2. Investor protection ability
In accordance with the provisions of relevant laws and regulations, Zhonghua Certified Public Accountants (special general partnership) shall purchase occupational insurance with a cumulative compensation limit of no less than 50 million yuan, which can cover the civil compensation liability caused by audit failure and comply with relevant regulations.
Civil liability in civil litigation related to practice in recent three years:
1) Shandong Yabo Technology Co.Ltd(002323) Securities Misrepresentation liability dispute
In December 2021, the higher people’s Court of Jiangsu Province made a second instance judgment on the dispute over the liability for Securities Misrepresentation brought by investors against Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “Yabo technology”), Jinyuan Securities Co., Ltd. and Zhonghua Certified Public Accountants (special general partnership), and changed the judgment that Zhonghua Certified Public Accountants (special general partnership) should bear joint and several liability within 30% of its repayment obligation to Yabo technology.
2) Ningbo Sunlight Electrical Appliance Co.Ltd(002473) Securities Misrepresentation liability dispute
In October 2021, the higher people’s Court of Zhejiang Province made a second instance judgment on the dispute over the liability for Securities Misrepresentation between investors suing Ningbo Sunlight Electrical Appliance Co.Ltd(002473) (hereinafter referred to as “shenglaida”) and Zhonghua Certified Public Accountants (special general partnership), which ruled that Zhonghua Certified Public Accountants (special general partnership) should bear joint and several liability with shenglaida. Zhonghua Certified Public Accountants (special general partnership) has applied for retrial against these second instance judgments.
3. Independence and integrity record
Zhonghua Certified Public Accountants (special general partnership) does not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. In the past three years, he has been subject to administrative punishment twice, administrative supervision measures seven times, and has not been subject to criminal punishment, self-discipline supervision measures and disciplinary sanctions. Employees who have not been subject to criminal punishment and supervision measures for nearly 10 years (3 times), and employees who have not been subject to disciplinary and management measures for nearly 10 years.
(II) project member information
1. Basic information
(1) Project partner: Sun Hongyan, who became a certified public accountant in 2006, began to engage in the audit of Listed Companies in 2006, began to practice in Zhonghua Certified Public Accountants (special general partnership) in 2006, and began to provide audit services for the company in 2021. The audit reports of listed companies signed or reviewed in recent three years include Pnc Process Systems Co.Ltd(603690) ( Pnc Process Systems Co.Ltd(603690) ) and Primeton Information Technologies Inc(688118) ( Primeton Information Technologies Inc(688118) ).
(2) Signed certified public accountant: Zheng Mingzhu, who became a certified public accountant in 2019, began to engage in the audit of Listed Companies in 2012, began to practice in Zhonghua Certified Public Accountants (special general partnership) in 2012, and began to provide audit services for the company in 2021.
(3) Project quality control partner: Bian Wenyi, who became a certified public accountant in 1996, began to engage in the audit of Listed Companies in 1994, began to practice in Zhonghua Certified Public Accountants (special general partnership) in 1994, and began to provide audit services for the company in 2020. The audit reports of listed companies signed or reviewed in recent three years include: Shanghai Carthane Co.Ltd(603037) ( Shanghai Carthane Co.Ltd(603037) ) and Jc Finance & Tax Interconnect Holdings Ltd(002530) ( Jc Finance & Tax Interconnect Holdings Ltd(002530) ) annual report audit of listed companies.
2. Integrity record
Sun Hongyan and Zheng Mingzhu, the certified public accountants to be signed, and Bian Wenyi, the person in charge of quality control, have not been subject to criminal punishment, administrative punishment, administrative supervision measures and self-discipline supervision measures for practicing behavior in recent three years.
3. Independence
The proposed certified public accountants sun Hongyan, Zheng Mingzhu and the person in charge of quality control Bian Wenyi meet the requirements of independence, and there is no situation that may affect the independence.
4. Audit fees
The cost is determined through negotiation based on the professional services invested by Zhonghua in providing audit services, taking into account the professional ability and experience of the project team and the working hours invested in the project.
The audit fee in 2021 is RMB 1113000 (including the audit fee of annual financial statements of RMB 848000 and the audit fee of internal control of RMB 265000), which is the same as that of the previous year.
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to negotiate with Zhonghua to determine the relevant audit fees according to the specific audit requirements and audit scope of 2022. 2、 Procedures to be performed by the accounting firm to be reappointed
(I) performance of the audit committee
The audit committee of the board of directors of the company has fully understood and reviewed the professional competence, investor protection ability, independence and integrity of Zhonghua Certified Public Accountants (special general partnership), and believes that Zhonghua Certified Public Accountants (special general partnership) has performed the necessary audit procedures in strict accordance with the provisions of the auditing standards for Chinese Certified Public Accountants in the process of auditing the company’s 2021 financial report, Appropriate and sufficient audit evidence has been collected, and the audit conclusion is in line with the actual situation of the company.
The company’s plan to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) does not damage the legitimate rights and interests of the company, all shareholders, especially minority shareholders
(II) prior approval and independent opinions of independent directors
Prior approval opinion of independent directors: Zhonghua Certified Public Accountants (special general partnership) is qualified to engage in the audit of securities and futures related businesses and can meet the requirements of the company’s financial audit and internal control audit. In the audit work in 2021, Zhonghua Certified Public Accountants (special general partnership) followed the independent, objective and fair practice standards and successfully completed the company’s audit work. We agree to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the proposal to the board of directors of the company for deliberation.
Opinions of independent directors: Zhonghua Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures business, has the experience and ability to provide audit services for listed companies, and can meet the work needs of the company’s financial audit and internal control audit. The review and voting procedures of the company’s renewed appointment of accounting firm comply with the provisions of relevant laws, regulations and the articles of association. We agree to renew the appointment of Zhonghua accounting firm (special general partnership) as the audit institution of the company in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) deliberation and voting of the board of directors
At the 18th meeting of the 4th board of directors of the company, the proposal on the renewal of the company’s 2022 audit institution was deliberated and adopted with 5 votes in favor, 0 against and 0 abstention, and Zhonghua Institute was agreed to be renewed as the company’s 2022 audit institution. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) effective date
The appointment of an accounting firm needs to be submitted to the 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.
Pnc Process Systems Co.Ltd(603690) board of directors April 30, 2022
