Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Independent opinions of independent directors on matters related to the 25th meeting of the second board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws, regulations, normative documents and the articles of association, we, as independent directors of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as the “company”), based on the principle of prudence and independent judgment, After reviewing the relevant matters of the 25th meeting of the second board of directors of the company, we hereby express the following opinions:
1、 Independent opinions on self evaluation report on internal control in 2021:
Through the careful review of the company’s self-evaluation report on internal control in 2021, combined with the in-depth understanding of the company’s current internal control system and implementation, we believe that the company has established a relatively perfect internal control system covering all business levels, which has been effectively implemented without major defects; All key activities of the company’s internal control can be carried out in accordance with the provisions of various systems, and no violation of laws, regulations and the company’s internal control requirements is found. We believe that the company’s self-evaluation of internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system. We agree with the independent opinion on this self-evaluation report.
2、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021:
The company’s special report on the deposit and actual use of raised funds in 2021 complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, which truly reflects the deposit and use of raised funds in 2021, And there are no violations in the deposit and use of raised funds. The contents of the special report are true, accurate and complete, without false records, misleading statements and major omissions, and comply with the provisions of relevant laws and regulations. We express our independent opinions on this and agree to submit this matter to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the 2021 profit distribution plan and the plan of converting accumulation fund into share capital:
We believe that the company’s profit distribution and the plan of converting provident fund into share capital are conducive to the long-term development of the company and safeguarding the long-term interests of all shareholders of the company, and match the growth of the company. We express our independent opinions on this matter and agree to submit this matter to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the remuneration plan for directors, supervisors and senior managers in 2022:
We believe that the remuneration scheme of the company’s directors, supervisors and senior managers in 2022 complies with the relevant system standards of the company, the company’s operation and industrial environment, and the remuneration assessment and formulation procedures are complete and compliant. We express our independent opinions and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022:
The voting procedure of the board of directors of the company in considering the proposal on confirming the daily connected transactions in 2021 and the expected daily connected transactions in 2022 met the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company, and the connected directors avoided voting when considering the matter. We believe that the transactions between the company and affiliated enterprises and affiliated natural persons are an integral part of the company’s business activities and belong to normal commercial transactions. The transaction contents meet the actual needs of the company, follow the principles of fairness, impartiality and openness, and the transaction pricing is fair and reasonable, without damaging the legitimate interests of the company and other shareholders. We express our independent opinion on this matter.
6、 Independent opinions on the transfer of some real estate and land and related party transactions by wholly-owned subsidiaries:
The transfer of some real estate and land and related party transactions by the wholly-owned subsidiary of the company will help give full play to the advantageous resources of all parties and enhance the profitability of the company. The company hired a professional appraisal institution to evaluate the subject land. The transaction price is fair, does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and all shareholders, especially non affiliated shareholders and minority shareholders. It is in line with the provisions of the company’s Charter and the company’s connected transaction management system, The voting procedures of the board of directors on the above connected transactions comply with the relevant provisions of the company law and the articles of association, and the connected directors avoided voting. We express our independent opinion on this matter.
7、 Independent opinions on the reappointment of the audit institution in 2022:
We believe that Tianjian Certified Public Accountants (special general partnership) has the qualification of securities related business, is serious, responsible, diligent and dutiful, audits the company’s financial situation in strict accordance with the relevant provisions of current laws and regulations, and puts forward positive and feasible suggestions and help for the standardized operation of the company. We express our independent opinion on the renewal of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit this matter to the company’s 2021 annual general meeting for deliberation.
8、 Independent opinions on changes in accounting policies:
Through strict review, we believe that the change of accounting policies is in line with relevant regulations and the actual situation of the company. The changed accounting policies can objectively and fairly reflect the financial status and operating results of the company. The decision-making procedure of this accounting policy change complies with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders. Accordingly, we agree that the company will make changes to its accounting policies this time.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent director: Xu Caiying, Cao Zheng, Hu Youchun February 21, 2022
