江铃B:江铃汽车拟变更会计师事务所的公告(英文版)
Share’s code: | 000550 | Share’s Name: | Jiangling Motors | No.: | 2024-039 |
200550 | Jiangling B | ||||
Jiangling Motors Corporation, Ltd.Public Announcement on Proposed Change of CPA Firm
Jiangling Motors Corporation, Ltd. and its Board members undertake that theinformation disclosed herein is truthful, accurate and complete and does notcontain any false statement, misrepresentation or major omission.
Important tip:
1. Name of the CPA firm proposed to appoint: Ernst & Young Hua Ming LLP(hereinafter referred to as “Ernst & Young Huaming”).
2. Name of the former-appointed CPA firm: PricewaterhouseCoopers Zhong Tian LLP(hereinafter referred to as “PwC”).
3. Reasons for the change of CPA firm and dissenting opinion from the former CPAfirm:
In view of the possible impact of the penalties against PwC, recently issued by Ministryof Finance of the People’s Republic of China, on the work of the Company’s 2024annual report, and on the principle of prudence, Jiangling Motors Co., Ltd (hereinafterreferred to as “JMC” or the “Company”) proposed dismissal of PwC. After a publicinvite bidding process, the Company proposed to appoint Ernst & Young Hua MingLLP as the Company's External Auditor and C-SOX Auditor for the years of 2024-2026. The Company has communicated with the predecessor and successor CPA firmsregarding the proposed change of CPA firm, and all parties have been clearly informedof this matter and confirmed that they have no objections.
4. The change is in compliance with the Measures for the Administration of SelectingAccounting Firms for State-Owned Enterprises and Listed Companies (Caikuai [2023]No. 4).
I. Basic Information of the CPA Firm proposed to appointe
1. Firm Information
i. Basic InformationErnst & Young Huaming CPAs (Special General Partnership) established in September1992, and completed its localization and conversion in August 2012 from a Chinese-foreign cooperative limited liability firm to a special general partnership firm. Ernst &Young Huaming is headquartered in Beijing, with its registered office at Room 01-12,17th Floor, Ernst & Young Building, Oriental Plaza, No. 1 East Chang'an Street,Dongcheng District, Beijing. It has 245 partners as of the end of 2023, and the chiefpartner is Mr. Mao Anning. Ernst & Young Huaming has always focused on talent
development, having nearly 1,800 licensed CPAs by the end of 2023. Among them,there are more than 1,500 practicing CPAs with experience in securities-relatedbusiness services, nearly 500 certified public accountants who have signed audit reportson securities services engagements.
Ernst & Young Hua Ming's total business revenue in 2023 is RMB 5,955 million, withincome of audit business amounting to RMB 5,585 million and income of securitiesbusiness amounting to RMB 2,438 million. In 2023, there were 137 customers whowere A-share listed companies and whose annual reports were audited by Ernst &Young Hua Ming, with a total fee of RMB 905 million. The major industries of theselisted companies involve manufacturing, finance, wholesale and retail trade, mining,information transmission, software and information technology services, and leasingand business services. Within the audited clients, there are 3 listed companies engagedin the same industry as the Company.
ii. Investor Protection CapabilityErnst & Young Huaming has good investor protection, occupational risk funds andoccupational insurance have been accrued in accordance with relevant laws andregulations, and the insurance covers the Beijing head office and all branch offices. Thesum of the accumulated compensation limit of the accrual of occupational risk fund andthe purchased occupational insurance exceeds RMB 200 million. Ernst & YoungHuaming has not incurred any civil liability in relevant civil litigation for its practice inthe past three years.
iii. Integrity RecordErnst & Young Huaming and its practitioners have not been subject to any criminalpenalties or disciplinary actions by industry associations and other self-regulatoryorganizations for their practice in the past three years. Received one administrativesanction from the industry authority against two practitioners. Received two warningletters from the securities regulatory authorities, involving five practitioners, theaforementioned decision to issue a warning letter is a supervisory and managementmeasure, not an administrative penalty. Received one self-regulatory measure from thestock exchange in the form of a written warning issued to two practitioners, which alsodid not involve penalties. The foregoing does not affect Ernst & Young Huaming'sability to continue to undertake or perform securities services and other business.
2. Engagement Information
i. Basic InformationEngagement Partner and Signing CPA: Mr. Qiao Chun, obtaining the CPA qualificationin 2000, having been engaged in auditing of listed companies since 1997, having beenpracticing with Ernst & Young Huaming since 2008, will provide auditing services forthe Company since 2024, and having signed/reviewed the annual reports/internalcontrol audits of 5 listed companies in the past three years, covering industries such asmanufacturing.
Engagement Signing CPA: Mr. Yuan Yong, obtaining the CPA qualification in 2016,having been engaged in auditing of listed companies since 2014, having been practicingwith Ernst & Young Huaming since 2014, will provide auditing services for the Companysince 2024, and having signed/reviewed the annual reports/internal control audits of 1listed companies in the past three years, covering industries such as manufacturing.
Engagement Quality Reviewer: Ms. Fu Yi, obtaining the CPA qualification in 2003,having been engaged in auditing of listed companies since 2001, having been practicingwith Ernst & Young Huaming since 2004, will provide auditing services for theCompany since 2024, and having signed/reviewed the annual reports/internal controlaudits of 4 listed companies in the past three years, covering industries such asmanufacturing.
ii. Integrity recordThe above project partners, signing CPAs and project quality control reviewers havenot been subject to criminal penalties for their practice in the past three years, oradministrative penalties, supervisory and management measures by the CSRC and itsdispatched agencies, industry authorities, etc., or self-regulatory measures ordisciplinary actions by self-regulatory organizations such as stock exchanges andindustry associations.
iii. IndependenceErnst & Young Huaming and the above project partners, signing CPAs and projectquality control reviewers did not violate the independence requirements of the Code ofEthics for Certified Public Accountants in China.
iv. Audit FeesThe Company conducts the selection and appointment of CPA firms by public invitebidding process. The annual audit fees payable to Ernst & Young Huaming by theCompany in respect of the financial statement audit and internal control audit for eachyear from 2024 to 2026 amount to RMB 2.2 million in aggregate, of which RMB 1.77million is for financial statement audit and RMB 0.43 million is for internal controlover financial reporting audit, compared to the same caliber of audit services in 2023,the above audit fees decreased by RMB 80 thousands. The audit fees are determined byaccordance with the audit workload and the principles of fairness and reasonableness.
II. Description of the proposed change of the CPA firm
1. Information on the former CPA firm and audit opinion for the previous yearThe Company's former CPA firm, PricewaterhouseCoopers Zhong Tian LLP, hasprovided audit services to the Company for 22 consecutive years, and the type of auditopinion for the previous year was a standard unqualified opinion. There are noinstances where the Company dismissed PwC who had been engaged to perform auditservices.
2. Reasons for the proposed change of CPA firm
In view of the possible impact of the penalties against PwC, recently issued by Ministryof Finance of the People’s Republic of China, on the work of the Company’s 2024annual report, and on the principle of prudence, the Company proposed dismissal ofPwC.
3. Communication between the Company and the former-appointed CPA firmThe Company has communicated with the predecessor and successor CPA firmsregarding the proposed change of CPA firm, and all parties have been clearly informedof this matter and confirmed that they have no objections. The predecessor andsuccessor CPA firms will actively communicate and cooperate with each other inaccordance with the relevant regulations.
III. Procedures to be Performed for the Proposed Change of the CPA Firms
1. Opinion of the Audit Committee
The Audit Committee of the Board of Directors of the Company held a meeting onOctober 11, 2024 to review the report on “Selection of External Auditor” of theCompany. The Audit Committee has fully understood and reviewed the professionalcompetence, investor protection ability, integrity status and independence of Ernst &Young Hua Ming LLP, and is of the opinion that it is capable of meeting therequirements for providing audit services to the Company, and that the reasons for thechange of the CPA firm are sufficient and appropriate. So the Audit Committee agreedthe Company to appoint Ernst & Young Hua Ming LLP as the auditing agency for thefinancial statements and internal control over financial reporting of the Company forthe years of 2024-2026, and agreed to submit the proposal to the Board of Directorsand the Shareholders’ Meeting for deliberation.
2. Deliberation and Voting of the Board of Directors
The Board of Directors of the Company deliberated and passed the “Proposal onChange of External Auditor and C-SOX Auditor” by a vote of 9 in favor, 0 against and0 abstention.
3. Effective Date
The change of the appointment of the CPA Firm is also subject to the deliberation bythe Shareholders’ Meeting of the Company and shall take effect since the date ofdeliberation and approval by the Shareholders’ Meeting of the Company.
IV. Reference Documents
1. Resolutions of the Board of Directors of Jiangling Motors Co., Ltd.;
2. Resolutions of the Audit Committee of Jiangling Motors Co., Ltd.;
3. Statement of Ernst & Young Hua Ming LLP as a CPA Firm Proposed to beAppointed on its Basic Information.
Board of DirectorsJiangling Motors Co., LtdOctober 15, 2024