Securities code: 000038 securities abbreviation: Shenzhen Capstone Industrial Co.Ltd(000038) Announcement No.: 2022-003 Shenzhen Capstone Industrial Co.Ltd(000038)
Announcement on the proposed change of accounting firm
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Name of the originally appointed accounting firm: ZTE finance Guanghua accounting firm (special general partnership) (hereinafter referred to as "ZTE finance firm")
2. Name of accounting firm to be employed: Sigmar (special general partnership) (hereinafter referred to as "Sigmar")
3. Reasons for changing the accounting firm: considering the needs of the company's future business development and audit work, the company plans to hire sigma firm as the company's audit institution in 2021 after consultation with ZTE finance firm and deliberation and approval of the audit committee of the board of directors, providing audit services for the company for one year. After full communication between both parties in advance, ZTE finance firm clearly knows this matter and confirms that there is no objection. It will communicate and cooperate with the former and the latter accountants in accordance with relevant regulations.
4. The audit committee of the board of directors, independent directors and the board of directors of the company have no objection to the proposed change of the accounting firm. This matter needs to be deliberated and approved by the general meeting of shareholders of the company.
1、 Basic information of the accounting firm to be changed
(I) institutional information
1. Basic information
Organization Name: Sigmar Certified Public Accountants (special general partnership)
Organizational form: special general partnership
Historical evolution: Sigmar Certified Public Accountants (special general partnership) is a large comprehensive accounting firm restructured and established on the basis of the original Xi'an accounting firm (one of the eight earliest accounting firms in China) in 1998. On June 27, 2013, it was approved to be transformed into a special general partnership accounting firm by Shaanxi Provincial Department of Finance in Shaanxi Finance Office [2013] No. 28 document. On June 28, 2013, with the approval of Xi'an Administration for Industry and commerce, sigma Certified Public Accountants (special general partnership) was registered and established.
Registered address: 6th floor, foreign affairs building, No. 1 Chanba Avenue, Chanba Ecological District, Xi'an, Shaanxi Province
Chief partner of sigma Certified Public Accountants (special general partnership): LV Hua; By the end of 2020, the number of partners: 52, the number of Certified Public Accountants: 259, and the number of certified public accountants who have signed the audit report of securities service business: 130.
The business income of Sigmar Certified Public Accountants (special general partnership) in 2020 was 431397600 yuan, including 347872000 yuan from audit business and 134143000 yuan from securities business. Provide audit services for 32 listed companies in 2020; The total charge is 62.4859 million yuan; The main industries involved include: manufacturing, mining, construction, water conservancy, environment and public facilities management, agriculture, forestry, animal husbandry and fishery.
2. Investor protection capacity
By the end of 2020, the cumulative compensation limit of occupational insurance purchased by Sigmar Certified Public Accountants (special general partnership) was 120 million yuan, which met the relevant provisions of the Interim Measures for professional liability insurance of Certified Public Accountants (CK [2015] No. 13), and the professional liability compensation capacity could cover the civil liability caused by audit failure. Sigmar Certified Public Accountants (special general partnership) has not undertaken civil liability in civil litigation related to practice in the past three years.
3. Integrity record
Sigmar Certified Public Accountants (special general partnership) has not been subject to criminal punishment due to its practice in the past three years, but has been subject to administrative punishment once, supervision and management measures four times and self-discipline supervision measures twice. In the past three years, the employees of the firm have not been subject to criminal punishment due to their practice behavior. Two employees have been subject to administrative punishment once, seven employees have been subject to supervision and management measures once, and two employees have been subject to self-discipline supervision measures once.
(II) project team information
1. Basic information
Mr. Zhu Hongxiong, the project partner, Ms. yuan Rong, the reviewer of project quality control, Mr. Zhu Hongxiong and Ms. Gao Hongyan, the certified public accountants to be signed, have the practice qualification of Chinese certified public accountants, have been engaged in securities service business for a long time, and have the corresponding professional competence.
2. Integrity record
Project partners, signed certified public accountants and project quality control reviewers have not been subject to any criminal punishment, administrative punishment, supervision and management measures and self-discipline supervision measures in the past three years.
3. Independence
Sigmar Certified Public Accountants (special general partnership), project partners, signing certified public accountants and project quality control reviewers do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
(III) resume of project team personnel
1. Resume of project partners
Mr. Zhu Hongxiong: now he is a partner of Sigmar Certified Public Accountants (special general partnership). He obtained the qualification of Chinese Certified Public Accountants in December 2007 and has more than 15 years of practice experience. He began to practice in Sigmar Certified Public Accountants (special general partnership) in 2005. He has successively served as auditor, project manager, department head and partner. He has been engaged in auditing and professional services related to capital market for a long time. He has signed 6 audit reports of Listed Companies in the last three years.
2. Resume of project quality control reviewer
Ms. yuan Rong: Currently, she is the managing partner of Sigmar Certified Public Accountants (special general partnership), a practicing member of Chinese certified public accountants and a senior member of Chinese Institute of certified public accountants. He joined Sigmar Certified Public Accountants (special general partnership) in 1993 and obtained the practicing qualification of Chinese Certified Public Accountants in December 1997. He has been engaged in auditing, financial consulting and professional services related to capital market for a long time. He has rich professional experience in audit, enterprise restructuring, enterprise M & A, IPO, refinancing, etc. In the past three years, 8 audit reports of listed companies have been signed and 13 reports of listed companies have been reviewed.
3. Resume of Certified Public Accountant
Mr. Zhu Hongxiong: see "resume of project partner" for details.
Ms. Gao Hongyan: now she is the senior manager of Sigmar Certified Public Accountants (special general partnership). She obtained the qualification of Chinese Certified Public Accountants in August 2010 and has more than 10 years of practice experience. He has successively worked in Tianjian Zhengxin certified public accountants Co., Ltd. and sigma Certified Public Accountants (special general partnership) since 2013. He has successively served as auditor, project manager and senior manager. So far, he has provided securities services such as annual report audit, IPO declaration audit and major asset restructuring for many listed companies. No audit report of listed companies has been signed in the last three years.
4. Audit fees
The audit service charge of Sigmar in 2021 is determined according to the business responsibility, complexity, work requirements, and the expected working hours, professional knowledge and work experience of staff at all levels participating in the business. The annual audit fee is determined to be 1.5 million yuan.
2、 Description of the proposed change of accounting firm
(I) previous accounting firms and audit opinions of the previous year
ZTE finance, the original audit institution of the company, is the audit institution of the company's financial statements and internal control over financial reports in 2020. It has provided the company with two years of audit services and issued an unqualified audit report with highlighted items for the company's financial reports in 2020. The company does not dismiss the former accounting firm after entrusting the former accounting firm to carry out some audit work.
(II) reasons for proposed change of accounting firm
Considering the needs of the company's future business development and audit work, the company has fully communicated with ZTE finance firm on the change of accounting firm. Both parties reached an agreement through consultation. ZTE finance firm is clearly aware of this matter and confirms that it has no objection. After comprehensive evaluation and careful research, the company plans to hire Sigmar firm as the company's audit institution in 2021 to provide audit services for the company for one year.
(III) communication between the listed company and previous accounting firms
The company has fully communicated with ZTE finance and sigma in advance. All parties are aware of the matter and have no objection to the change. The previous and subsequent accounting firms will actively communicate and do a good job in the follow-up work in accordance with the auditing standards for Chinese certified public accountants No. 1153 - communication between former certified public accountants and future certified public accountants and other relevant requirements.
ZTE finance firm worked diligently and conscientiously as the company's audit institution. The company expresses its heartfelt thanks to ZTE finance firm for its hard work!
3、 Procedures to be performed by the accounting firm to be changed
1. Performance of the audit committee
The audit committee of the board of directors of the company conducted investigation and evaluation on Sigmar certified public accountants through various channels (including but not limited to understanding basic information, number of personnel, professional qualification, audit of other listed companies, supervision and punishment, etc.), and considered that Sigmar certified public accountants is independent, professional competent The company performed well and met the requirements in terms of investor protection ability, and agreed to change Sigmar certified public accountants as the audit institution of the company in 2021.
2. Prior approval and independent opinions of independent directors
Prior approval opinion: Sigmar certified public accountants has the experience and ability to provide audit services for listed companies and can meet the annual audit requirements of the company. The company's proposed change of accounting firm complies with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and all shareholders. We agree to submit this proposal to the board of directors for deliberation.
Independent opinion: after verification, Sigmar certified public accountants has sufficient independence, professional competence and investor protection ability to meet the requirements of the company's financial and internal control audit in 2021. The appointment of Sigmar certified public accountants as the company's 2021 financial statements and internal control audit institution complies with the requirements of relevant laws and regulations, and there is no situation that damages the interests of listed companies and other shareholders, especially the interests of minority shareholders. The decision-making procedure of the company's appointment of Sigmar certified public accountants as the audit institution for the company's financial statements and internal control in 2021 complies with the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. We agree to employ Sigmar Certified Public Accountants (special general partnership) as the company's auditor in 2021 for one year, and agree to submit the proposal to the general meeting of shareholders for deliberation.
3. The company held the 16th meeting of the 10th board of directors on January 20, 2022, deliberated and adopted the proposal on proposed change of accounting firm, which needs to be submitted to the general meeting of shareholders for deliberation.
4、 Filing documents
1. Resolutions of the 16th meeting of the 10th board of directors of the company;
2. Resolutions of the audit committee meeting of the 10th board of directors of the company;
3. Prior approval opinions of independent directors on matters related to the 16th meeting of the 10th board of directors of the company; 4. Independent opinions of independent directors on matters related to the 16th meeting of the 10th board of directors of the company;
5. Relevant materials of the accounting firm to be employed and the certified public accountant to be signed.
It is hereby announced.
Shenzhen Capstone Industrial Co.Ltd(000038) board of directors January 20, 2022
