| Share’s code： | 000550 | Share’s Name： | Jiangling Motors | No.: | 2024-011 |
| 200550 | Jiangling B | ||||
Jiangling Motors Corporation, Ltd.Public Announcement on Retaining ofExternal Auditor and C-Sox Auditor
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.
Jiangling Motors Co., Ltd (hereinafter referred to as “JMC”) held the fourth session ofthe Eleventh Board of Directors on March 26, 2024, and deliberated and passed theProposal on Retaining of External Auditor and C-SOX Auditor, intending to renew theappointment of PricewaterhouseCoopers Zhong Tian LLP (hereinafter referred to as“PwC ZT”) as the auditing agency for the financial statements and internal control overfinancial reporting of the Company for the year 2025-2027.
I. Basic Information of the CPA Firm to be Re-appointed
1. Firm Information
i. Basic InformationPwC ZT was formerly known as PricewaterhouseCoopers Dahua Certified PublicAccountants established on March 28, 1993, and was renamed as PwC Zhongtian CPAFirm Co., Ltd. in June 2000 upon approval; and was transformed toPricewaterhouseCoopers Zhong Tian LLP on January 18, 2013 upon the approval byMinistry of Finance via the document of C.K.H. [2012] No.52 dated December 24,2012. The registered address is Room 01, Unit 507, DBS Bank Tower, 1318 Lu Jia ZuiRing Road, Pudong New Area, Shanghai, China.
PwC ZT has a practicing certificate for CPA Firm and is qualified to engage in theauditing of H-share companies, and is also a CPA Firm with qualifications for securitiesand futures related businesses, which was originally approved by Ministry of Financeand Securities Regulatory Commission. PwC ZT has rich practice experience and goodprofessional service capability in securities business. In addition, PwC ZT is a memberof the PricewaterhouseCoopers International Network and is registered with the USPCAOB (Public Company Accounting Oversight Board of the United States) and UKFRC (Financial Reporting Council of the United Kingdom) to engage in relatedauditing business.
The Chief Partner of PwC ZT is Mr. Li Dan. As of December 31, 2023, PwC ZT had 291partners, and more than 1,710 certified public accountants, among which there were383 certified public accountants who have signed the audit reports on securities servicessince 2013.
PwC ZT’s total audited income for the last fiscal year (FY2022) amounted to RMB
7.421 billion, with income of audit business amounting to RMB 6.854 billion andincome of securities business amounting to RMB 3.284 billion.
PwC ZT served 109 A-share listed companies for audit of financial statements in 2022,which earned total audit fees of RMB 529 million. Major industries of the audited A-share listed companies include manufacturing industry, financial industry,transportation, warehousing and post services industry, information transmission,software and information technology service industry, as well as wholesales and retailtrade, of which 56 A-shared listed companies engaged in the same industry(manufacturing industry) as the Company were audited.
ii. Investor Protection CapabilityIn respect of investor protection capability, PwC ZT has taken out occupationalinsurance in accordance with the requirements of relevant laws and regulations, and thesum of the aggregate limit of indemnity of the occupational insurance and theoccupational risk fund exceeds RMB 200 million, and the accrual of the occupationalrisk fund or the purchase of the occupational insurance is in compliance with therelevant regulations. PwC ZT has not incurred any civil liability in relevant civillitigation for its practice in the past three years.
iii. Integrity RecordPwC ZT and its practitioners have not been subjected to criminal or administrativepenalties, or self-regulatory measures or disciplinary actions by self-regulatoryorganizations such as stock exchanges and industry associations for their practice in thepast three years. In the past three years, PwC ZT was subject to one administrativeregulatory measure by a local securities regulatory bureau for its practice behavior,involving two practitioners. According to relevant laws and regulations, the aforesaidregulatory measure is not administrative penalty and will not affect PwC ZT’sundertaking or execution of securities services and other business.
2. Engagement Information
i. Basic InformationEngagement Partner and Signing CPA: Ye Jun, a practicing member of The ChineseInstitute of Certified Public Accountants, obtaining the CPA qualification in 1997,having been engaged in auditing of listed companies since 1995, having been practicingwith PwC ZT since 1995, having been providing auditing services for the Companyfrom 2012 to 2016 and since 2022, and having signed or reviewed the audit reports of8 listed companies in the past three years.
Engagement Signing CPA: Xiao Minjie, a practicing member of The Chinese Instituteof Certified Public Accountants, obtaining the CPA qualification in 2018, having beenengaged in the auditing of listed companies since 2014, having been practicing with
PwC ZT since 2013, having been providing auditing services for the Company since2022, and having signed the audit report of 1 listed company in the past three years.
Engagement Quality Review Partner: Zhuang Hao, a practicing member of The ChineseInstitute of Certified Public Accountants, obtaining the CPA qualification in 2000,having been engaged in the auditing of listed companies since 1996, having beenpracticing with PwC ZT since 1996, having been providing auditing services for theCompany since 2022, and having signed or reviewed the audit reports of 7 listedcompanies in the past three years.
ii. Integrity recordIn respect of PwC ZT’s proposed appointment as the auditing agency of the Companyfor the period from FY2025 to FY2027, Mr. Ye Jun, the engagement partner and thesigning certified public accountant, Mr. Zhuang Hao, the quality review partner, andMs. Xiao Minjie, the signing certified public accountant, have not been subject to anycriminal or administrative penalties, nor have they been subject to any administrativeregulatory and management measures by the securities regulatory authorities or self-regulatory measures or disciplinary actions by self-regulatory organizations such asstock exchanges and industry associations for their practice in the past three years.
iii. IndependenceIn respect of PwC ZT’s proposed appointment as the auditing agency of the Companyfor the period from FY2025 to FY2027, there are no circumstances that may affect theindependence of PwC ZT, Mr. Ye Jun, the engagement partner and the signing certifiedpublic accountant, Mr. Zhuang Hao, the quality review partner, and Ms. Xiao Minjie,the signing certified public accountant.
iv. Audit FeesThe audit fees of PwC ZT are determined by mutual agreement in accordance with theaudit workload and the principles of fairness and reasonableness. The annual audit feespayable to PwC ZT by the Company in respect of the financial statement audit for eachyear from FY2025 to FY2027 amount to RMB 2.4 million in aggregate, of which RMB
1.9 million is for financial statement audit and RMB 0.5 million is for internal controlover financial reporting audit.
II. Procedures to be Performed for the Renewal of the Appointment of the CPA Firm
1. Opinion of the Audit Committee
The Audit Committee of the Board of Directors of the Company held a meeting onMarch 15, 2024, reviewed the report on “Selection of External Auditor” of theCompany, and considered that PricewaterhouseCoopers Zhong Tian LLP has relevantqualifications for engaging in the auditing of listed companies, follows the practicestandards of independence, objectivity and fairness, has the experience and ability toprovide audit services for listed companies, is able to meet the needs of auditing theCompany’s financial statements and internal control over financial reporting, and is
able to independently audit the Company’s financial information. So the AuditCommittee agreed the Company to appoint PricewaterhouseCoopers Zhong Tian LLPas the auditing agency for the financial statements and internal control over financialreporting of the Company for the year 2025-2027, and agreed to submit the same to theBoard of Directors and 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 onRetaining of External Auditor and C-SOX Auditor” by a vote of 9 in favor, 0 againstand 0 abstention.
3. Effective Date
The renewal 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.
III. Reference Documents
1. Resolution of the Fourth Session of the Eleventh Board of Directors of JianglingMotors Co., Ltd;
2. Resolution of the Audit Committee of Jiangling Motors Co., Ltd;
3. Statement of PricewaterhouseCoopers Zhong Tian LLP as a CPA Firm Proposed tobe Appointed on Its Basic Information.
Board of DirectorsJiangling Motors Co., LtdMarch 27, 2024