Shenzhen Sunlord Electronics Co.Ltd(002138)
Review opinions of the board of supervisors on relevant matters
1、 Audit opinions on the self-evaluation report of internal control in 2021
In accordance with the company law, the securities law and the requirements of relevant regulations and policies of China Securities Regulatory Commission, Shenzhen Securities Regulatory Bureau and companies listed on the main board of Shenzhen Stock Exchange, all members of the board of supervisors express the following opinions on the self-evaluation report of the company’s internal control in 2021:
After verification, the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
2、 Review opinions on 2021 annual report and its summary
In accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, all members of the board of supervisors issued special audit opinions on the company’s 2021 annual report as follows:
After review, the board of supervisors believes that the procedures for the preparation and review of the annual report of Shenzhen Sunlord Electronics Co.Ltd(002138) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
3、 Review opinions on the disposal of some fixed assets
After review, the board of supervisors held that: the company disposed of a batch of scrapped fixed assets, with a total disposal profit and loss of RMB 5408284.94. The batch of fixed assets could not meet the use requirements or had no transformation value, so it applied for scrapping. The resolution of the board of directors on the disposal of some fixed assets follows the relevant national accounting regulations, conforms to the actual situation of the company, and the decision-making procedure is legal. The board of supervisors of the company agreed with the resolution of the board of directors on the disposal of some fixed assets.
IV Audit opinions on the renewal of accounting firm
After examination, the board of supervisors believes that Rongcheng Certified Public Accountants (special general partnership) has the qualification to engage in securities business and rich experience and professional quality in the audit of listed companies, the ability and professional qualification to provide annual audit for listed companies, and in terms of independence, professional competence Investor protection ability can meet the company’s requirements for audit institutions. In the past cooperation with the company, it has provided high-quality audit services for the company and played a positive and constructive role in standardizing the company’s financial operation. During his tenure as the company’s audit institution, he followed the independent auditing standards for Chinese certified public accountants, diligently and dutifully, and fairly and reasonably expressed independent audit opinions. Therefore, the board of supervisors agreed to the proposal on renewing the appointment of accounting firms.
5、 Review opinions on the statistics of connected transactions in 2021 and the prediction of daily connected transactions in 2022
After verification, the board of supervisors believes that the decision-making procedures of the company’s daily connected transactions that have occurred in 2021 and are to occur in 2022 comply with the provisions of relevant laws, regulations and the 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.
6、 Review opinions on profit distribution in 2021
After verification, the board of supervisors believes that the proposal of the profit distribution plan for 2021 is based on the actual needs of the company, takes full account of the company’s future development plan, and meets the requirements of the company’s systems such as the articles of association and relevant laws and regulations in terms of procedure and content. There is no harm to the interests of investors, and it is legitimate, compliant and reasonable.
7、 Review opinions on the guarantee provided by the company to the holding company in 2022
After verification, the board of supervisors believes that the objects to be guaranteed by the company this time are the holding companies within the scope of the company’s merger, and the guarantee provided by the company is conducive to the sustainable development of these companies, and can further improve their economic benefits, which is in line with the interests of the company and all shareholders. During this guarantee period, the company has the ability to control the operation and management risks of relevant holding companies and directly share the operating results of these companies. The holding companies involved in this guarantee have stable operation, good credit status and controllable risk of providing guarantee. The board of supervisors agreed that the company should provide guarantee for these holding companies.
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This page is the signature page of the review opinions of the board of supervisors on relevant matters, signed by all supervisors:
Huang Ping, Zhou Donglan
Huang Yanbing
February 24, 2002
