公司聘任2025年度财务报告审计机构和内部控制审计机构的具体情况，详见与本公告同日在《中国证券 报》《证券时报》《上海证券报》《证券日报》和巨潮资讯网站（www.cninfo.com.cn）披露的《国海 证券股份有限公司关于拟聘任会计师事务所的公告》。 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000750 证券简称：国海证券 公告编号：2025-45 国海证券股份有限公司 第十届董事会第十二次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述或重大遗 漏。 国海证券股份有限公司（以下简称公司）第十届董事会第十二次会议通知于2025年9月29日以电子邮件 方式发出，会议于2025年10月14日在广西南宁市滨湖路46号国海大厦4楼会议室以现场会议与视频会议 相结合的方式召开，会议应到董事9人，实到董事9人。赵妮妮董事、倪受彬独立董事、刘劲容独立董事 通过视频方式参加会议，其他6名董事现场参加会议。会议由公司董事长王海河先生主持。会议的召 集、召开、表决符合《公司法》及《公司章程》的规定，决议合法有效。会议以投票表决的方式审议通 过了《关于聘任公司2 ...

Group 1 - The company held its third meeting of the fifth board of directors on September 11, 2025, with all nine directors present [2][5] - The board approved the proposal to appoint a new accounting firm, which will be submitted for shareholder approval [3][21] - The board also reviewed and approved multiple governance system amendments, all receiving unanimous support [6][11][12] Group 2 - The company plans to appoint Grant Thornton (致同会计师事务所) as its new accounting firm for the 2025 fiscal year, replacing Tianjian (天健会计师事务所) [25][26] - The change is due to the completion of Tianjian's term and the need for a firm that aligns better with the company's future development [39][40] - Grant Thornton has a workforce of nearly 6,000, with significant experience in auditing listed companies [28][29] Group 3 - The company has scheduled its second extraordinary general meeting of 2025 for September 29, 2025, to discuss the approved proposals [48][49] - The meeting will utilize both on-site and online voting methods for shareholders [50][51] - Shareholders must register to attend the meeting, with specific guidelines provided for both individual and corporate shareholders [61][63]

Core Viewpoint - The company plans to appoint Grant Thornton (Zhitong) as its auditor for the fiscal year 2025, following the expiration of the contract with the previous auditor, Tianjian Accounting Firm, which has served for 10 years [1][5]. Group 1: Auditor Appointment Details - The board of directors approved the appointment of Grant Thornton (Zhitong) on August 27, 2025, and the decision will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1][6]. - Grant Thornton (Zhitong) was established in 1981 and operates as a special general partnership with nearly 6,000 employees, including 1,359 certified public accountants [2][3]. - The firm reported a business income of 2.614 billion yuan for 2024, with audit services contributing 2.103 billion yuan and securities services 482 million yuan [2]. Group 2: Previous Auditor Information - The previous auditor, Tianjian Accounting Firm, provided standard unqualified audit reports for the company for the past 10 years [4][5]. - The change in auditors is due to the expiration of the contract with Tianjian, and there were no disputes regarding the transition [5]. Group 3: Communication and Approval Process - The company has communicated with both the outgoing and incoming auditors regarding the change, and both parties have acknowledged the transition without objections [5]. - The audit committee reviewed and approved the appointment of Grant Thornton (Zhitong), confirming its qualifications and independence [6].

Group 1 - The company is holding its second extraordinary general meeting of shareholders in 2025 on August 21, 2025, at 14:30, with both on-site and online voting options available [2][3] - The meeting will include the discussion of 10 agenda items, including the proposal to appoint a new accounting firm [2][6] - The proposed accounting firm is Tianzhi International Accounting Firm, which has been in operation since December 1988 and has a significant number of registered accountants [3][4] Group 2 - The previous accounting firm, Zhongshun Zhonghuan Accounting Firm, provided audit services for 10 years and issued a standard unqualified audit report for the last year [6][8] - The change in accounting firms is due to regulatory requirements that limit the tenure of accounting firms for state-owned enterprises to a maximum of 8 years [6][7] - The company has communicated with both the previous and new accounting firms regarding the transition, and all parties are aware and have no objections [8][9] Group 3 - The company is revising its shareholder meeting rules to enhance corporate governance in accordance with relevant laws and regulations [9][10] - The revised rules aim to ensure the orderly conduct of shareholder meetings and protect shareholder rights [10][11] - The company will provide detailed information about the rights of shareholders, including voting procedures and the process for proposing agenda items [11][12]

Core Viewpoint - The company is changing its accounting firm from Zhongshun Zhonghuan to Tianzhi International due to regulatory requirements that limit the tenure of an accounting firm to a maximum of 10 years [6][7]. Group 1: Accounting Firm Change - The reason for changing the accounting firm is that Zhongshun Zhonghuan has reached the maximum tenure of 10 years as per regulations [6][7]. - The new accounting firm, Tianzhi International, has a total revenue of 2.501 billion yuan and an audit business revenue of 1.938 billion yuan for the year 2024 [2]. - Tianzhi International has 154 listed company audit clients across various industries, with an audit fee of 230 million yuan [2]. Group 2: Tianzhi International Overview - Tianzhi International has 90 partners and 1,097 registered accountants, with 399 of them having signed audit reports for securities services [1][2]. - The firm has not faced any criminal penalties in the last three years, but has received one administrative penalty and nine supervisory measures [3]. - The project partners for the company’s audit services include Chen Zihan and Guo Hailong, both of whom have extensive experience in auditing listed companies [3][4]. Group 3: Communication and Approval Process - The company has communicated with both the previous and new accounting firms regarding the change, and all parties have acknowledged the transition without objections [7]. - The audit committee has reviewed and approved the proposal to hire Tianzhi International, confirming its professional competence and independence [7][8]. - The appointment of the new accounting firm will take effect upon approval by the company's shareholders [7].

Core Viewpoint - The company intends to appoint Tianjian Accounting Firm as the auditor for the fiscal year 2025, following the completion of the maximum tenure of 10 years with the previous auditor, Zhongshun Zhonghuan [1][5][6] Group 1: Appointment of Auditor - The company has proposed to appoint Tianjian Accounting Firm for the 2025 financial report and internal control audit, which requires approval from the shareholders' meeting [1][7] - The audit fee for 2025 is set at 1.46 million yuan (approximately 0.22 million USD), which includes 1.16 million yuan for financial audit and 0.30 million yuan for internal control audit, representing a decrease from the previous year's audit fees [5][6] Group 2: Previous Auditor's Performance - The previous auditor, Zhongshun Zhonghuan, provided audit services for 10 years and issued a standard unqualified opinion for the 2024 financial report, along with a qualified opinion for internal control [5][6] - The change in auditor is in compliance with regulations that limit the tenure of auditors to 10 years to ensure the integrity of financial reporting [5][6] Group 3: Tianjian Accounting Firm's Qualifications - Tianjian Accounting Firm has a strong investor protection capability, with a cumulative risk fund and professional insurance compensation limit exceeding 200 million yuan (approximately 30 million USD) as of the end of 2024 [2][3] - The firm has faced civil litigation related to its auditing practices in the past three years but has fulfilled its legal obligations without adverse effects on its operational capacity [3][4] - The key partners and signing accountants at Tianjian have not faced criminal penalties or significant administrative sanctions in the last three years, ensuring their professional integrity [4][5]

Core Viewpoint - The company plans to appoint Lixin Certified Public Accountants as its financial and internal control auditing firm for the year 2025, replacing Tianjian Certified Public Accountants, due to the latter reaching the maximum tenure limit for continuous appointment [1][3]. Group 1: Appointment of New Auditor - The company intends to hire Lixin Certified Public Accountants (Special General Partnership) for the 2025 financial audit and internal control audit [1]. - Tianjian Certified Public Accountants has served the company for 7 years and will reach the maximum continuous appointment limit of 8 years [3][5]. - The change in auditors is in compliance with regulations set by the Ministry of Finance, State-owned Assets Supervision and Administration Commission, and the China Securities Regulatory Commission [3][5]. Group 2: Background of Lixin Certified Public Accountants - Lixin Certified Public Accountants was established in January 2011 and operates as a special general partnership [2]. - The firm has 296 partners and 2,498 registered accountants, with 743 of them having signed audit reports for securities services [2]. - In the last year, Lixin's total business revenue was 4.748 billion yuan, with audit business revenue at 3.672 billion yuan [2]. Group 3: Communication and Approval Process - The company has communicated with both the outgoing and incoming auditors regarding the change, and all parties have expressed no objections [5][6]. - The audit committee of the board has reviewed Lixin's qualifications and found them to be competent and independent [6]. - The proposal to appoint Lixin will be submitted to the shareholders' meeting for approval, and it will take effect upon approval [6].

Group 1 - The company announced the completion of the "Precision Forging Production Line Technical Transformation and Machining Supporting Construction Project" and the allocation of surplus raised funds amounting to 30.2447 million yuan to supplement working capital [1][5][7] - The total amount raised from the initial public offering was 792.6534 million yuan, with a net amount of 672.1181 million yuan after deducting various issuance costs [1][4] - The surplus funds represent less than 10% of the corresponding project's net raised funds, thus not requiring shareholder approval [1][5] Group 2 - The company has established a dedicated management system for the raised funds, ensuring their proper storage, approval, usage, and supervision [3][4] - As of March 31, 2025, the company reported that the surplus funds were generated through effective cost control and optimization during the project implementation [5][6] - The company plans to use the surplus funds for business-related activities, with any outstanding payments to be settled using its own funds after the transfer of surplus funds [7][8] Group 3 - The board of directors and the supervisory board both approved the decision to conclude the project and allocate surplus funds, emphasizing the benefits for the company's operational efficiency and shareholder interests [8][10] - The sponsor institution, Guotou Securities, confirmed that the project completion and fund allocation comply with relevant regulations and do not harm shareholder interests [11]