Shenzhen Sunlord Electronics Co.Ltd(002138)
Prior approval opinions of independent directors on relevant matters
As an independent director of the sixth board of directors of Shenzhen Sunlord Electronics Co.Ltd(002138) (hereinafter referred to as “the company”), in accordance with the requirements of relevant laws, regulations and normative documents such as the independent audit standards for Chinese certified public accountants, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, The proposal on the statistics of connected transactions in 2021 and the prediction of daily connected transactions in 2022 and the proposal on the renewal of the appointment of accounting firms, which are to be submitted to the 15th meeting of the sixth board of directors for deliberation, have been reviewed in advance, and the opinions are as follows:
1、 Prior approval opinions on the statistics of related party transactions in 2021 and the prediction of daily related party transactions in 2022
The company has submitted the relevant details of daily related party transactions that have occurred in 2021 and planned daily related party transactions in 2022. After careful verification and based on independent judgment, we believe that the company’s decision-making procedures for related party transactions in 2021 comply with the provisions of relevant laws, regulations and the company’s articles of Association. The actual amount of goods sold and purchased by the company to heidmen in 2021 did not reach the original expected amount, which was mainly due to the reduction of orders due to the impact of market environment on the projects cooperated by the company and its affiliated companies this year. The difference between the actual amount of other related party transactions between the company and heidmen in 2021 and the original estimate is mainly due to the growth of PDS antenna business and the increase of personnel related demand in heidmen in 2021. In 2021, the daily related party transactions were fair and just, and the transaction price was fair, and there was no damage to the interests of the company and minority shareholders. The daily related party transactions that have occurred in 2021 and are planned to occur in 2022 are normal transactions required for the company’s development and daily production and operation. There is no damage to the interests of the company and minority shareholders, and there is no violation of relevant national laws and regulations. We agree to submit the relevant proposals on the statistics of related party transactions of the company in 2021 and the expected matters of daily related party transactions in 2022 to the 15th meeting of the sixth board of directors of the company for deliberation. When the board of Directors considers the above daily connected transactions, Mr. Shi Hongyang, a connected director, shall withdraw.
2、 Prior approval opinions on the renewal of accounting firm
The company has communicated with us in advance on the renewal of the employment of Rongcheng Certified Public Accountants (special general partnership) to provide audit services for the company in 2022. After understanding the practice of Rongcheng Certified Public Accountants (special general partnership), according to the relevant provisions of the company law, the independent audit standards for Chinese certified public accountants, the articles of association and other laws and regulations, As an independent director of the company, we believe that Rongcheng Certified Public Accountants (special general partnership)) has relevant practice certificates, sufficient professional competence, investor protection ability and independence, good integrity and can meet the requirements of the company’s audit in 2022. The company’s renewed employment of the accounting firm is conducive to ensuring the quality of the company’s annual audit work and protecting the interests of the company and all shareholders. Therefore, we unanimously agree to submit the proposal on renewing the appointment of accounting firms to the 15th meeting of the sixth board of directors of the company for deliberation.
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This page is the signature page of the prior approval opinions of independent directors on relevant matters. Signature of independent directors:
Ancient group
Li Xiao
Wang Tianguang
Lu Xiaoyan
Wang Zhan
February 14, 2002
