Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SHANDONG FENGXIANG CO., LTD.
山 東 鳳 祥 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9977)
ANNOUNCEMENT
- ADOPTION OF CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES;
-
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
AND - PROPOSED CHANGE OF OVERSEAS AUDITOR
-
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
ADOPTION OF CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES
Since the date on which the H shares of Shandong Fengxiang Co., Ltd. (the "Company") became listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the Company has been preparing its financial statements under both the China Accounting Standards for Business Enterprises ("CASBE") and the International Financial Reporting Standards ("IFRSs").
According to the "Consultation Conclusions on Acceptance of Mainland Accounting and
Auditing Standards and Mainland Audit Firms for Mainland Incorporated Companies Listed in Hong Kong" (《有關接受在香港上市的內地註冊成立公司採用內地的會計及審計 準則以及聘用內地會計師事務所的諮詢總結》) published by the Stock Exchange in
December 2010, Mainland incorporated issuers listed in Hong Kong are allowed to prepare their financial statements in accordance with CASBE and Mainland audit firms approved by the Ministry of Finance (the "MOF") of the People's Republic of China (the "PRC") and the China Securities Regulatory Commission (the "CSRC") are allowed to adopt the China Standards on Auditing in providing services to the issuers.
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In view of the aforesaid arrangement and in order to facilitate the application process of the proposed issue of the A shares of the Company, and to align the financial information disclosure of the Company in both markets, the board of directors of the Company (the "Board") considered and approved a resolution on 19 April 2021 in relation to the change of its basis for preparation of the overseas financial statements from IFRSs to CASBE, subject to the approval of the shareholders of the Company (the "Shareholders") at the upcoming annual general meeting (the "AGM") on the proposed amendments to the articles of association of the Company (the "Articles of Association").
Subject to the approval of the Shareholders of the proposed amendments to the Articles of Association, the results of the Company for the year ending 31 December 2021 are expected to be prepared in accordance with CASBE. The Board is of the view that the adoption of CASBE will enhance efficiency and reduce disclosure costs and is in the interests of the Company and its Shareholders as a whole.
As confirmed by BDO China SHU LUN PAN Certified Public Accountants LLP ("BDO China"), the preparation of all of the Company's financial statements in accordance with the CASBE will not have a significant impact on the financial position, operating results and cash flows of the Company in 2021 and in the future.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In view of the adoption of CASBE, the Board considered and approved a resolution in relation to the proposed amendments to the Articles of Association on 19 April 2021. Details of the proposed amendments to the Articles of Association are set out in the Appendix to this announcement.
The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the AGM. Save for the proposed amendments to the Articles of Association, other provisions of the Articles of Association will remain unchanged. The proposed amendments to the Articles of Association will become effective upon the approval by the Shareholders at the AGM.
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PROPOSED CHANGE OF OVERSEAS AUDITOR
BDO Limited currently acts as the Company's overseas auditor which is responsible for auditing the financial statements of the Company prepared in accordance with IFRSs. In view of the above change to the standards in the preparation of the Company's overseas financial statements, the Board also proposed to change the Company's overseas auditor from BDO Limited to BDO China, subject to the approval of the Shareholders at the AGM.
BDO China is a certified public accountant firm approved by the MOF and the CSRC and is qualified to adopt the China Standards on Auditing in providing auditing services to the issuers incorporated in the Mainland and listed in Hong Kong. BDO China currently acts as domestic auditor of the Company. Subject to the approval of the Shareholders at the AGM on the proposed change of the overseas auditor, BDO China will become the only auditor auditing the financial statements of the Company in accordance with CASBE, and undertake the role of overseas auditor in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
BDO Limited confirms that there is no circumstance relating to the proposed change of overseas auditor that needed to be brought to the attention of the Shareholders. The Board is not aware of any issues relating to the proposed change of overseas auditor that needed to be brought to the attention of the Shareholders. The Board and the audit committee of the Company confirm that there is no disagreement between the Company and BDO Limited in relation to the proposed change of overseas auditor.
A circular containing details of, among other things, the proposed amendments to the Articles of Association and the proposed change of overseas auditor will be despatched to the Shareholders in due course.
By order of the Board
Shandong Fengxiang Co., Ltd.
Liu Zhiguang
Chairman
Shandong, the PRC
19 April 2021
As at the date of this announcement, the Board comprises Mr. Liu Zhiguang, Mr. Xiao Dongsheng and Mr. Wang Jinsheng as executive directors, Mr. Liu Xuejing, Mr. Zhang Chuanli and Mr. Ow Weng Cheong as non-executive directors, and Mr. Guo Tianyong, Mr. Zhang Ye and Mr. Chung Wai Man as independent non-executive directors.
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APPENDIX - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Articles of Association are written in Chinese. The English version is an unofficial translation of its Chinese version and is for reference only. In case of any discrepancies, the Chinese version shall prevail.
The proposed amendments to the Articles of Association are set out below:
Provisions of current Articles of | Provisions of amended Articles of |
Association | Association |
Article 153 | Article 153 |
The fiscal year of the Company is | The fiscal year of the Company is |
Gregorian calendar year, i.e. from 1 January | Gregorian calendar year, i.e. from 1 January |
to 31 December every year. | to 31 December every year. |
At the end of each fiscal year, the Company | At the end of each fiscal year, the Company |
shall prepare a financial report which shall | shall prepare a financial report which shall |
be audited and verified according to law. | be audited and verified according to law. |
The financial statements of the Company | The financial statements of the Company |
shall be prepared in accordance with | shall be prepared in accordance with not |
not only PRC accounting standards and | only PRC accounting standardsChina |
regulations, but also the international | Accounting Standards for Business |
accounting standards or the accounting | Enterprises and the requirements of |
standards of the overseas listing place. | applicable lawsand regulations, but also the |
If there are any material differences | international accounting standards or the |
between the financial statements prepared | accounting standards of the overseas listing |
in accordance with the two accounting | place. If there are any material differences |
standards, such differences shall be stated | between the financial statements prepared |
in the notes to the financial statements. | in accordance with the two accounting |
standards, such differences shall be stated | |
The Company shall distribute the after-tax | in the notes to the financial statements. |
profit of the relevant fiscal year as per the | |
less of the after-tax profits in the aforesaid | The Company shall distribute the after-tax |
two financial reports. | profit of the relevant fiscal year as per the |
less of the after-tax profits in the aforesaid | |
two financial reports. | |
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Provisions of current Articles of | Provisions of amended Articles of | |
Association | Association | |
Article 157 | Article 157 | |
The Company shall publish its financial | The Company shall publish its financial | |
reports twice every fiscal year. The interim | reports twice every fiscal year. The interim | |
financial report shall be published within 60 | financial report shall be published within 60 | |
days after the first 6 months of each fiscal | days after the first 6 months of each fiscal | |
year and the annual financial report shall be | year and the annual financial report shall be | |
published within 120 days after each fiscal | published within 120 days after each fiscal | |
year. | year. | |
The interim results or financial data | The interim results or financial data | |
announced or disclosed by the Company | announced or disclosed by the Company | |
shall be prepared in accordance with the | shall be prepared in accordance with | |
PRC accounting standards and regulations | the PRC accounting standardsChina | |
as well as the international accounting | Accounting Standards for Business | |
standards or the accounting standards of the | Enterprises and the requirements of | |
overseas listing place. | applicable lawsand regulations | as well as |
the international accounting standards or the | ||
accounting standards of the overseas listing | ||
place. | ||
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Disclaimer
Shandong Fengxiang Co. Ltd. published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 02:45:00 UTC.