TIDMSDIC
RNS Number : 7218V
SDIC Power Holdings Co., LTD
05 December 2023
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2023 SEVENTH EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2023 Seventh Extraordinary
General Meeting of SDIC Power Holdings CO., LTD. will be held at
Room 207, No.147 Xizhimen Nanxiao Street, Xicheng District,
Beijing, the PRC, on Friday 22 December 2023 at 14:00 p.m., for the
purpose of considering, and if thought fit, passing the following
resolution.
ORDINARY RESOLUTION
1. To consider and approve the Proposal on Changing the
Accounting Firm
The Board of Directors of SDIC Power Holdings CO., LTD.
December 5, 2023
The resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2023 Seventh
Extraordinary General Meeting" as published on the website of the
Shanghai Stock Exchange, and are provided for your reference only.
In case of discrepancy between the Chinese version and the English
version, the Chinese version shall prevail.
Proposal I
SDIC Power Holdings Co., Ltd.
Proposal on Changing the Accounting Firm
Dear shareholders and shareholder representatives:
SDIC Power Holdings Co., Ltd (hereinafter referred to as the
Company) plans to hire BDO China Shu Lun Pan CPAs (Special General
Partnership) (hereinafter referred to as the Firm) as the audit
institution for the year 2023, which will take effect from the date
of approval by the Company's general meeting of shareholders. The
details are as follows:
1. Basic facts of the proposed accounting firm
(1) About the accounting firm
1. Basic information
(1) Accounting firm: BDO China Shu Lun Pan CPAs (Special General
Partnership)
(2) Date of establishment: January 24, 2011
(3) Organizational form: special general partnership
enterprise
(4) Registered address: 4F, No. 61, East Nanjing Rd, Huangpu
District Shanghai
(5) Chief partner: Mr. Zhu Jiandi
(6) As of December 31, 2022, there were 267 partners or
shareholders and 2, 392 registered accountants in the Firm. More
than 674 registered accountants had signed audit reports on
securities services.
(7) The audited revenue of the Firm in 2022 reached 4.614
billion yuan, including 3.408 billion yuan for audit and 1.516
billion yuan for securities.
(8) In 2022, the Firm audited the annual reports of 672 listed
companies, with a total fee of 802 million yuan. The main
industries involved included manufacture of computers,
communication equipment and other electronic equipment, manufacture
of specialized equipment, power and thermal production and supply,
software and IT service, chemical raw materials and manufacture of
chemical products, pharmaceutical manufacture, wholesale and
retail, real estate, mining, and so forth. The Firm even audited 4
other listed companies in the same industry.
2. Investor protection capability
The Firm has purchased occupational insurance that complies with
relevant regulations and covers civil liability for providing audit
services in accordance with the law. The cumulative compensation
limit for its occupational insurance in 2022 was 1.25 billion
yuan.
In the past three years, the Firm has never been liable for
civil liability in civil litigation related to its professional
practices.
3.Credibility record
Over the past three years, the Firm has been subject to zero
criminal penalty, two administrative penalties, thirty enforcements
of supervision and management, zero enforcement of self-supervision
and two disciplinary actions for its professional practices. Its 72
employees have been subject to zero criminal penalty, two
administrative penalties, thirty-one enforcements of supervision
and management, and zero enforcement of self-supervision due to
their professional practices during the same period.
(2) About the project
1.Basic information
Proposed signing partner: Ms. Shi Aihong, who obtained the
qualification of Chinese CPA in 2010, started auditing listed
companies in 2012, started practicing for the Firm in 2012, and
began providing audit services for the Company in 2023, and who has
signed and reviewed for over 7 listed companies in the past three
years.
Proposed quality-control reviewer (independent review partner):
Mr. Xie Dongliang, who obtained the qualification of Chinese CPA in
2012, started auditing listed companies in 2012, started practicing
for the Firm in 2022, and began providing audit services for the
Company in 2023, and who has signed and reviewed for over 3 listed
companies in the past three years.
Proposed signing CPA: Mr. Zhang Guanwei, who obtained the
qualification of Chinese CPA in 2020, started auditing listed
companies in 2020, started practicing for the Firm in 2020, and
began providing audit services for the Company in 2023, and who
hasn't signed any listed companies in the last three years.
2.Credibility record
The project partner, signing CPA, and quality-control reviewer
have not been criminally punished for their professional practices
in the past three years, nor have they been subject to any
administrative penalties or enforcement of supervision and
management from China Securities Regulatory Commission and its
dispatched agencies or relevant competent authorities, and nor have
they been subject to any enforcement of self-supervision or
disciplinary actions from self-supervisory organizations such as
stock exchanges and professional associations.
3.Independence
The Firm, project partner, signing CPA, quality-control reviewer
and other practitioners have not violated the requirements for
independence stated in China Code of Ethics for Certified Public
Accountants.
4.Audit fee
The audit fee for the 2023 annual report is 4.32 million yuan,
and the fee for internal control audit is 0.98 million yuan, with a
decrease of 2.45 percent compared to the previous year. This is
determined by the professional skills, types of work and workload
as well as the number of employees, working days and daily fee for
each employee required by audit services that the Firm
provides.
2. Explanation of the proposed change of accounting firms
(1) The predecessor accounting firm and its audit opinions for
the previous year
The predecessor audit firm, ShineWing Certified Public
Accountants, had provided audit services to the Company for two
consecutive years, during which ShineWing Certified Public
Accountants adhered to the principle of independent auditing,
issued its audit opinions fairly and independently after diligent
and responsible work, reflected the Company's financial statements
and its internal control in an objective, fair and accurate way,
fulfilled the responsibilities of a financial audit firm
effectively, and safeguarded the legitimate rights and interests of
the Company and its shareholders from a professional perspective.
In 2022, ShineWing Certified Public Accountants issued an
unqualified audit report on the Company. There is no situation
where the Company has terminated after entrusting ShineWing
Certified Public Accountants to do some audit work.
(2) Reasons for the proposed change of accounting firms
According to the relevant provisions of The Notice of Issuing
the Management Measures for Selecting Accounting Firms for
State-owned Enterprises and Listed Companies (Cai Kuai [2023] No.
4) by the Ministry of Finance of the People's Republic of China,
the State-owned Assets Supervision and Administration Commission of
the State Council, and China Securities Regulatory Commission, in
order to ensure the independence and objectivity of audit work, the
Company plans to hire BDO China Shu Lun Pan CPAs for auditing the
Company's financial settlement and internal control in 2023.
(3) Communications between the Listed Company and the
predecessor and successor accounting firms
The Company has fully communicated with both the predecessor and
successor accounting firms regarding the change of accounting
firms, and all parties have clearly understood this matter and
confirmed that there are no objections. The predecessor and
successor accounting firms will communicate and cooperate in
accordance with the requirements stated in No. 1153 of China
Registered Accountants Auditing Standards: Communications between
Predecessor and Successor CPAs.
3. The procedure to be fulfilled for the proposed change of
accounting firms
(1) Opinions from the audit committee
The audit committee of the Board of Directors has had a thorough
view of BDO China Shu Lun Pan CPAs in terms of its practice,
professional qualifications and credibility status, and had a
review of its independence, professional competence, investor
protection capability and the appropriateness of changing the
accounting firm. Hence the audit committee believes that BDO China
Shu Lun Pan CPAs can meet the audit requirements of the Company for
the year 2023 with its rich experience in auditing listed companies
and its abilities and qualifications to provide professional
financial audit services for the Company, and agrees to hire BDO
China Shu Lun Pan CPAs for auditing the Company's financial
settlement and internal control in 2023 and to submit the above
matters to the Board of Directors for deliberation.
(2) Effective date
This proposal on changing the accounting firm still needs to be
submitted to the general meeting of shareholders of the Company for
deliberation and will take effect from the date of its
approval.
The above proposal was approved on December 5, 2023, at the 20th
meeting of the 12th Board of Directors and the 11th meeting of the
12th Supervisory Committee of the Company, and is hereby submitted
to all shareholders and their representatives for deliberation.
Please deliberate on the above proposal.
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