China UAV: Announcement of China UAV on Proposed Change of Accounting Firm
DATE:  Mar 15 2023

Securities Code: 688297 Securities abbreviation: China UAV Announcement Number: 2023-004

AVIC (Chengdu) Unmanned Aerial Vehicle System Co., Ltd.

Announcement on the proposed change of accounting firm

the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.

Important Content Tips:

Name of the accounting firm to be appointed: Dahua Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Dahua")

Name of the original accounting firm: Lixin Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Lixin")

Brief reasons for the change of accounting firm and the objections of the former accountant:

AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd. (hereinafter referred to as the "Company") received the establishment on February 22, 2023.

The letter "Letter on Resignation of 2022 Annual Audit Institution of AVIC (Chengdu) Unmanned Aerial Vehicle Systems Co., Ltd." requires resignation of 2022 annual financial report and internal control audit institution of the company because Lixin's human resources allocation and work arrangement cannot meet the company's annual audit work requirements and cannot provide audit services for the company. In order to ensure the timeliness of the company's annual audit work arrangement and annual report disclosure, it is proposed to replace Dahua Certified Public Accountants as the company's 2022 financial report and internal control audit institution. Dahua has the experience and ability to provide audit services to listed companies, and is able to follow the "China Certified Public Accountants Audit Standards" and issue independent audit opinions diligently and responsibly. The company has fully communicated with the previous and previous accounting firms on this matter, and the previous and previous accounting firms have clearly known the change and expressed no objection;

The audit and risk control committee of the company's board of directors, independent directors and the board of directors have no objection to the proposed change of accounting firm.

The basic situation of the 1.'s proposed appointment of accounting firms.

(I) Institution Information

1. Basic information

Name of Institution: Dahua Certified Public Accountants (Special General Partnership)

Date of establishment: February 9, 2012 (transformed from Dahua Certified Public Accountants Co., Ltd. to a special general partnership

industry)

Form of organization: Special general partnership

Registered Address: 1101, Building 7, Yard 16, Xisihuan Middle Road, Haidian District, Beijing

Chief Partner: Liang Chun

Number of partners as of December 31, 2022: 272

Number of certified public accountants as of December 31, 2022: 1603, of whom: signed the audit report of securities service business

Number of certified public accountants: 1000

Total business income in 2021: 3,098.3789 million yuan

Audit revenue in 2021: 2,751.0565 million yuan

Income from securities business in 2021: 1,236.1201 million yuan

Number of audit clients of listed companies in 2021: 449

Main industries: manufacturing, information transmission software and information technology services, wholesale and retail, real estate, construction

Total Audit Fees for Annual Reports of Listed Companies in 2021: 509.6897 million Yuan

Number of audit clients of the Company's listed companies in the same industry: 14

2. Investor protection capacity

The sum of the accrued occupational risk fund and the accumulated compensation limit of the occupational insurance purchased exceeds RMB 0.7 billion. Occupational Insurance

The purchase of insurance complies with the relevant regulations. Dahua Certified Public Accountants has not been subject to civil liability for civil litigation related to its practice in the past three years.

3. Integrity Records

Dahua Certified Public Accountants has been subject to 0 criminal penalties, 4 administrative penalties and supervision and management measures for its practice in the past three years.

27 times, 1 time of self-discipline supervision measures and 1 time of disciplinary action; 82 employees have been subject to criminal punishment for their practice in the past three years

Penalty 0 times, administrative punishment 5 times, supervision and management measures 39 times, self-regulatory measures 3 times, disciplinary action 2 times.

(II) Project Information

1. Basic information

Project partner: Zhang Ling, became a certified public accountant in November 2005 and began auditing listed companies in February 2008,

He began to practice at Dahua in August 2021 and began to provide audit services to the Company in 2023; eight audit reports of listed companies have been signed in the past three years.

Signatory CPA: Bai Yingying, became a certified public accountant in October 2021 and began to engage in listed companies in March 2019.

Audit, began practicing at Dahua in December 2020 and began providing audit services to the Company in 2023;

City Company Audit Report.

Project quality control reviewer: Wang Xin, became a certified public accountant in June 1999 and began to engage in public listing in May 1997.

Audit of the company and listed companies, began to practice in February 2012, began to engage in review work in January 2022, the past three years.

More than 2 audit reports of listed companies and listed companies have been made or reviewed.

2. Integrity records

Project partners, signed certified public accountants, and project quality control reviewers have not been subject to criminal penalties for their practice in the past three years, and have been subject to administrative penalties, supervision and management measures by the China Securities Regulatory Commission and its dispatched agencies, industry authorities, etc., and have been subject to stock exchanges and industry self-regulatory measures and disciplinary actions by self-regulatory organizations such as associations.

3. Independence

Dahua Certified Public Accountants (Special General Partnership) and project partners, signed certified public accountants and project quality control reviewers are able to maintain their independence in performing the audit of this project.

4. Audit fees

It is estimated that the annual audit cost is 765000 yuan, of which the annual report audit cost is 700000 yuan and the internal control audit cost is 65000 yuan

Service fees are charged based on the number of working days required for audit services provided by UOB and the rate charged per working day. The number of working days is determined according to the nature of the audit service, the degree of complexity, etc.

Description of the 2.'s proposed change of accounting firm

(I) of the former accounting firm and the previous year's audit opinion.

The company held the fifth meeting and 2022 of the fifth board of directors on December 14, 2022 and December 30, 2022 respectively.

At the third extraordinary general meeting of shareholders in 2002, the "Proposal on the Renewal of Accounting Firm" was reviewed and approved, and Lixin was re-appointed as the company's 2022 audit agency. As of 2021, Lixin has served as the Company's financial auditor and internal control auditor for three consecutive years. Standard unqualified audit reports were issued on the Company's financial reporting and internal controls during the period. The company has entrusted the former accounting firm to participate in part of the pre-trial work.

Reasons for (II) proposed change of accounting firm

Because Lixin's human resource allocation and work arrangement could not meet the company's annual audit work requirements, it was unable to provide audit services for the company, and requested to resign as the company's 2022 audit agency. In order to ensure the timeliness of the company's annual audit work arrangement and annual report disclosure, it is proposed to replace Dahua Certified Public Accountants as the 2022 financial report and internal control audit institution.

Communication between (III) listed companies and previous accounting firms

The company has fully communicated with Lixin and Dahua on the proposed change of accounting firm, and the former and former accounting firms have been aware of this matter and have no objection to this change.

In view of the fact that the company's change of accounting firm still needs to be submitted to the general meeting of shareholders for deliberation, the former and former accounting firms will actively do a good job of communication and cooperation in accordance with relevant regulations.

Procedures to be performed by the 3. of the proposed change of accounting firm

Performance of the Audit Risk Control Committee of the Board of Directors of the (I)

The Audit and Risk Control Committee of the company's board of directors reviewed Dahua Certified Public Accountants (special general partnership) in terms of professional competence, investor protection capabilities, integrity, independence, etc., and believed that it has rich experience in audit services for listed companies. The ability to provide high-quality professional services for the company can meet the company's financial reporting and internal control audit requirements. The Audit and Wind Control Committee of the Board of Directors of the Company agreed to change the audit institution of Big Huawei for 2022 and agreed to submit it to the Board of Directors for consideration.

Prior approval and independent opinion of (II) independent directors

1. Prior approval of independent directors

The Company has contacted us on the engagement of Dahua Certified Public Accountants (Special General Partnership) as the Company's auditor for the year 2022.

Prior communication took place. After reviewing the relevant qualifications and other materials of Dahua Certified Public Accountants (Special General Partnership), we believe that it is an accounting firm that complies with the provisions of the Securities Law, has the experience and ability to provide audit services for listed companies, and has sufficient independence, Professional competence and investor protection capabilities can meet the company's annual financial audit and internal control audit needs. The company has communicated with the original audit institution on the matter of changing the accounting firm, which has confirmed the matter and has no objection. The Company's change of accounting firm complies with relevant laws and regulations, will not affect the audit quality of the Company's accounting statements, and there is no harm to the interests of the Company and all shareholders. In order to ensure the smooth development of the company's audit work, we agreed to submit the matter of replacing the accounting firm as a proposal to the company's board of directors for deliberation.

2. Independent opinion of independent directors

After careful verification, Dahua Certified Public Accountants (Special General Partnership) has the qualifications to act as a financial audit and internal control audit institution, has corresponding professional knowledge and performance capabilities, and has sufficient independence, professional competence, investor protection capabilities, and integrity. In good condition, it has the experience and ability to provide audit services for listed companies, and can provide true and fair audit services for the company, meet the company's annual financial audit and internal control audit needs. The company has communicated with the original audit institution on the matter of changing the accounting firm, which has confirmed the matter and has no objection. The company's proposed change of accounting firm is in line with the actual situation of the company's business development and overall audit needs, the decision-making process is adequate and appropriate, in line with the relevant laws, regulations and the provisions of the articles of association, there is no harm to the interests of the company's shareholders, especially the interests of small and medium-sized shareholders.

Accordingly, we have unanimously agreed to replace Dahua Certified Public Accountants (Special General Partnership) as the Company's auditor for 2022,

And agreed to submit the proposal on the replacement of accounting firms to the general meeting of shareholders of the company for consideration.

Deliberations and voting of the Board of Directors of the (III)

The company held the seventh meeting of the fifth board of directors on March 13, 2023, with 9 votes in favor, 0 votes against, and 0 votes to abandon

The right to consider and adopt the "On the replacement of accounting firms."motion, agreeing to replace Big Huawei's 2022 audit agency,

and agreed to submit the motion to the company's shareholders' meeting for consideration.

(IV) Effective Date

The change of accounting firm matters still need to be submitted to the general meeting of shareholders of the company for deliberation, and shall take effect from the date of deliberation and approval of the general meeting of shareholders of the company.

It is hereby announced.

Board of Directors of AVIC (Chengdu) Unmanned Aircraft Systems Co., Ltd.

March 15, 2023

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