Shenzhen H&T Intelligent Control Co.Ltd(002402)
The independent opinions of independent directors on matters related to the 26th meeting of the 5th board of directors are in accordance with the guiding opinions of China Securities Regulatory Commission on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange As an independent director of Shenzhen H&T Intelligent Control Co.Ltd(002402) (hereinafter referred to as the “company”), we are in the spirit of good faith, diligence and due diligence, After careful review and understanding of the relevant matters considered at the 26th meeting of the Fifth Board of directors, the company issued the following independent opinions:
1、 Independent opinions on external guarantee
1. The company can strictly abide by the company law, the securities law, the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and other relevant laws and regulations and the relevant provisions of the articles of association, and strictly control the external guarantee risk.
2. During the reporting period, the company did not have any illegal external guarantee, nor did it have any illegal external guarantee in previous years and accumulated to December 31, 2021;
3. As of December 31, 2021, the total amount of external guarantees provided by the company and its subsidiaries is 119.6 million yuan (including this guarantee. Except for the guarantee of 5 million yuan provided by the company to the joint-stock company Shenzhen Ruiji Electronic Technology Co., Ltd., the rest are the guarantees provided by the company to its subsidiaries within the scope of consolidated statements), Accounting for about 3.32% of the net assets attributable to the shareholders of the listed company in the audited consolidated statements on December 31, 2021. The company has no overdue guarantee amount. The above guarantee companies have fulfilled the necessary review procedures and information disclosure obligations in accordance with relevant laws and regulations, the articles of association and the measures for the administration of external guarantee.
2、 The independent opinions on the special report on the deposit and use of raised funds in 2021 are in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the articles of association and other relevant provisions, As independent directors of the company, we carefully reviewed the special report on the deposit and use of raised funds in 2021 (hereinafter referred to as the “special report”) prepared by the company and the verification report on the deposit and use of raised funds issued by Dahua Certified Public Accountants (special general partnership) hired by the company, and asked relevant business personnel of the company After, the internal auditors and senior managers gave the following independent opinions on the deposit and use of the company’s raised funds in 2021 and the special report: the content of the special report prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions, The special report prepared by the company complies with the relevant provisions of Shenzhen Stock Exchange, such as the standardized operation of companies listed on the main board, and truthfully reflects the actual deposit and use of the company’s raised funds in 2021.
3、 Independent opinions on self evaluation report of internal control in 2021
By carefully reading the company’s self-evaluation report on internal control in 2021, we express the following independent opinions:
1. The company has established a relatively perfect internal control system, which meets the requirements of relevant laws and regulations, meets the needs of the company’s development, and can effectively prevent various risks in the process of the company’s operation. The company’s internal control system basically covers all aspects and links of the company’s production and operation management, and regulates the company’s related party transactions, fund-raising, asset management, major investment, risk prevention, information disclosure and other matters, which can be effectively implemented.
2. The self-evaluation report on internal control in 2021 objectively reflects the real situation of the company’s internal control, summarizes the company’s internal control comprehensively, and has clear requirements for the internal control work of the next year. The company shall further strengthen the supervision and inspection of internal control, continuously supervise and evaluate the effect of internal control, and timely find and improve the defects in internal control.
4、 Independent opinions on 2021 profit distribution plan
For the company’s profit distribution plan for 2021, we believe that the company’s operating performance in 2021 is good, and the appropriate implementation of the cash dividend scheme is matched with the growth of the company’s performance and reasonable, which is conducive to adapt to the rapid development of the company and better return to public investors. We agree to the profit distribution plan for 2021 proposed by the board of directors of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the occupation of funds by controlling shareholders and other related parties
1. In 2021, the controlling shareholders of the company did not occupy the company’s funds, and there was no illegal occupation of funds by related parties in previous years and accumulated to 2021;
2. The capital transactions between the company and other related parties in 2021 meet the normative requirements, and there are no capital transactions and capital occupation that should be disclosed but not disclosed.
6、 Independent opinions on carrying out forward foreign exchange trading business
The company’s forward foreign exchange is carried out around the company’s business, not just for the purpose of profit, but based on specific business, with hedging as the means, with the purpose of avoiding and preventing the risk of exchange rate fluctuation and the goal of protecting normal operating profits, which is of certain necessity; The company has formulated the internal control system for forward foreign exchange trading business and improved relevant internal control processes. The targeted risk control measures taken by the company are feasible; At the same time, the margin of the forward foreign exchange business to be carried out by the company will use its own funds, not involving the raised funds. The forward foreign exchange business carried out by the company will comply with the provisions of relevant laws and regulations and other normative documents as well as the provisions of relevant systems of the company. We agree to this matter.
7、 Independent opinion on reappointment of 2022 financial audit institution
Dahua Certified Public Accountants (special general partnership) complies with the relevant provisions of China Securities Regulatory Commission in terms of qualification to engage in securities business, and can independently, objectively, fairly and timely complete various audit services agreed with the company. The employment procedures of the company’s renewed accounting firm comply with the relevant provisions of laws, regulations and the articles of Association; In order to ensure the continuity and integrity of the company’s audit work, it is agreed to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s general meeting for deliberation. 8、 Independent opinions on providing guarantee for subsidiaries
The board of directors considered the provision of guarantees for subsidiaries in order to meet the production and operation needs of subsidiaries, and fully considered the actual operation and credit status of the above holding subsidiaries. For this guarantee, other natural person shareholders of holding subsidiaries Hangzhou Shenzhen H&T Intelligent Control Co.Ltd(002402) Intelligent Control Technology Co., Ltd. and Shenzhen Shenzhen H&T Intelligent Control Co.Ltd(002402) small household appliance Intelligent Technology Co., Ltd. provide counter guarantee to the company with their personal assets, and the company can effectively control and prevent guarantee risks. This guarantee complies with the provisions of relevant laws, regulations and company rules and regulations such as the Listing Rules of Shenzhen Stock Exchange, the articles of association and the company’s external guarantee management system. Its decision-making procedures are legal and effective, and will not adversely affect the normal operation and business development of the company, and will not damage the interests of the company and minority shareholders, We agree to the guarantee and submit the proposal to the general meeting of shareholders for deliberation.
9、 Independent opinions on providing guarantee for Shenzhen Ruiji
The board of directors considered the issue of providing guarantee for Shenzhen Ruiji Electronic Technology Co., Ltd. (hereinafter referred to as “Shenzhen Ruiji”), which is conducive to the production and operation development of Shenzhen Ruiji and ensures the maximization of the interests of the company. And fully considered the actual operation and credit status of Shenzhen Ruiji. For this guarantee, Mr. Jin Fei, the controlling shareholder of Shenzhen Ruiji and the actual controller of Shanghai Shikan Information Technology Co., Ltd., will provide counter guarantee to the company with his personal assets, which can effectively control and prevent the guarantee risk. This guarantee complies with the Listing Rules of Shenzhen Stock Exchange, the articles of association, the external guarantee management system and other relevant laws, regulations and rules of the company. Its decision-making procedures are legal and effective, and will not adversely affect the normal operation and business development of the company, and will not damage the interests of the company and minority shareholders. We agree to this guarantee, And agreed to submit the guarantee to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the remuneration of senior managers of the company in 2021 and 2022
1. The remuneration scheme of the company’s senior managers in 2021 and 2022 is formulated based on the remuneration level of the company’s industry and region, combined with the actual operation situation of the company, and after assessing their daily work. It complies with the provisions of relevant laws, regulations and the articles of association, and is conducive to mobilizing the enthusiasm of the company’s senior managers, Conducive to the long-term development of the company.
2. The deliberation and voting procedures of the board of directors on the remuneration proposal of senior managers comply with the requirements of the articles of association, rules of procedure of the board of directors and other regulations.
We agree with the remuneration plan of the company’s senior managers submitted by the company and agree to submit this proposal to the general meeting of shareholders for deliberation.
11、 Independent opinions on using self owned funds and some idle raised funds to purchase financial products
At present, the company and its subsidiaries are in good operation and stable financial condition. On the premise of complying with national laws and regulations and ensuring the safety of investment funds, the company and its subsidiaries use their own funds and idle raised funds to purchase short-term (within one year) financial products with high safety, good liquidity, low risk or principal guaranteed, It is conducive to improving the use efficiency of the company’s own funds under the premise of risk control, increasing the income of the company’s and its subsidiaries’ own funds, improving the use efficiency of temporarily idle raised funds, and obtaining certain investment benefits. There is no act of changing the purpose of raised funds in a disguised form, and it will not affect the construction of raised funds and the use of raised funds, It will not affect the normal development of the main business of the company and its subsidiaries, and is in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The relevant approval procedures shall comply with the relevant provisions of laws and regulations and the articles of association. Therefore, we agree that the company and its subsidiaries use their own funds of no more than 850 million yuan and idle raised funds of no more than 200 million yuan (within the above limit, the funds can be recycled) to buy financial products.
Independent directors: Zhang Kunqiang, sun Zhongliang, Huang Gang February 18, 2002
