Qingdao Tgood Electric Co.Ltd(300001)
Independent opinions of independent directors on relevant matters
As independent directors of Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as “the company” or “the company”), In accordance with the provisions of the rules for independent directors of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the company’s working system for independent directors, the articles of association and other relevant laws, regulations and rules, and based on the principle of prudence, Based on the position of independent judgment, we hereby express our opinions on the relevant matters of the third meeting of the Fifth Board of directors of the company as follows:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties
After verification, the company did not occupy the company’s funds by controlling shareholders and other related parties during the reporting period, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred in previous years and continued to the reporting period.
2、 Independent opinions on the external guarantee of the company
1. The company has formulated the measures for the administration of external guarantee, and can earnestly implement the relevant provisions and strictly control the risk of external guarantee.
2. The company does not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties; As of December 31, 2021, the company has not provided guarantees for controlling shareholders and their related parties in the cumulative and current period.
3. At the end of the reporting period, the company’s total approved external guarantees (including guarantees for subsidiaries within the scope of consolidated statements and guarantees between subsidiaries) amounted to 761786 million yuan, accounting for 126.62% of the company’s latest audited net assets attributable to the parent company. The total amount of external guarantees actually provided by the company is 3366393300 yuan, accounting for 55.96% of the company’s net assets attributable to the parent company in the latest audit. Among them, the total amount of guarantees provided to units outside the consolidated statements is 820590700 yuan, accounting for 13.64% of the company’s net assets attributable to the parent company in the latest audit. The decision-making procedures of the company’s external guarantees are in line with the provisions of relevant laws and regulations, in line with the overall interests of the company, and there is no behavior damaging the interests of the company and shareholders.
3、 Independent opinion on self-evaluation report of internal control in 2021
Through the comprehensive review of the company’s internal control system and implementation, the independent directors of the company believe that the company has established a relatively perfect internal control system and can be effectively implemented. Various internal control systems of the company comply with the requirements of national laws and regulations, meet the actual needs of the company’s current production and operation, and play a better control and prevention role in all processes and key links of operation and management. 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.
4、 Independent opinions on the deposit and use of raised funds in 2021
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and there is no illegal use of the raised funds.
5、 Independent opinions on the remuneration of directors, supervisors and senior managers of the company
The remuneration of the company’s directors, supervisors and senior managers shall be implemented in strict accordance with the remuneration assessment system for directors, supervisors and senior managers formulated by the company. The decision-making procedures and determination basis of annual remuneration shall comply with the provisions of relevant laws and regulations and the articles of association.
6、 Independent opinions on the company’s profit distribution plan in 2021
The profit distribution plan proposed by the board of directors based on the actual situation of the company is in line with the interests of the company’s shareholders and the needs of development, and there is no damage to the interests of investors; The independent directors of the company agreed to submit the profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
7、 Independent opinion on the company’s reappointment of the audit institution in 2022
With the prior approval of all independent directors, it is agreed to continue to employ Hexin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
8、 Independent opinions on the provision for asset impairment this time
We believe that the provision for asset impairment this time is in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. After the provision for asset impairment is made, the financial statements can more fairly reflect the asset status and operating results of the company. The decision-making procedure for the provision for asset impairment this time is in line with relevant laws, regulations The relevant provisions of the normative documents and the necessary examination and approval procedures have been performed, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company’s provision for asset impairment this time.
9、 Independent opinions on the guarantee provided by the company for the subsidiary’s application for comprehensive credit
We believe that the company provides joint and several liability guarantee for subsidiaries to apply for comprehensive credit from banks and other financial institutions, mainly for the expansion of the business scale of subsidiaries and the needs of business development. The guaranteed object is the holding company of the company. The company has the ability to control its operation and management risk during the guarantee period, and the financial risk is within the company’s control, Providing guarantee is conducive to the long-term interests of the company. The guarantee complies with relevant regulations, and its procedures are legal and effective. We agree to implement the guarantee and submit it to the general meeting of shareholders for deliberation.
10、 Independent opinions on the company’s proposal to spin off special call New Energy Co., Ltd. and list on the science and Innovation Board of Shanghai Stock Exchange
1. The plan of Qingdao Tgood Electric Co.Ltd(300001) about the spin off of its subsidiaries and the listing of new energy Co., Ltd. on the science and Innovation Board formulated by the company complies with the provisions of laws, regulations and normative documents such as the securities law of the people’s Republic of China, the rules for the spin off of listed companies (for Trial Implementation), and is feasible and operable. The company plans to spin off its subsidiary, special call New Energy Co., Ltd. (hereinafter referred to as “special call”) and list it on the stock exchange (hereinafter referred to as “this spin off listing”), which is conducive to the company to focus more on the development of its main business and enhance the profitability and comprehensive competitiveness of the company and its subsidiaries. After the spin off and listing, the company and its subsidiaries to be spun off meet the regulatory requirements of the CSRC and the stock exchange on horizontal competition and related party transactions. This spin off is in line with the interests of the company and all shareholders and does not damage the interests of minority shareholders.
2. The approval or review procedures of the shareholders’ meeting, stock exchange and China Securities Regulatory Commission involved in the spin off and listing have been disclosed in detail in the Qingdao Tgood Electric Co.Ltd(300001) plan for the listing of spin off subsidiary new energy Co., Ltd. on the science and innovation board, and special tips have been made on the risk that the relevant approval or review procedures may not be obtained.
3. This spin off is in line with the provisions of relevant national laws, regulations and policies, follows the standards of openness, fairness and impartiality, is in line with the interests of the company and all shareholders, is fair and reasonable to all shareholders, and does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders.
4. Some directors and senior managers’ shareholding and related party transactions in the spin off of their subsidiaries are based on the history of special calls. The capital increase of special calls by employee stock ownership platform is conducive to stabilizing the management team of the company, encouraging the management to grow and develop together with the company, increasing shareholder returns, and laying the foundation for the sustainable and healthy development of the company.
Therefore, this connected transaction follows the principles of voluntariness, fairness, rationality and consensus of all parties, does not affect the independence of the company, does not damage the interests of the company and all shareholders, and does not violate relevant laws and regulations. This transaction constitutes a related party transaction of the listed company and does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 5. The proposals related to the spin off and listing shall be submitted to the independent directors of the company for deliberation in advance, and the independent opinions shall be approved in advance, and then submitted to the third meeting of the Fifth Board of directors of the company for deliberation and approval. The convening, convening procedures, voting procedures and methods of the meeting shall comply with the provisions of the company law and other laws, regulations and the articles of association.
6. The independent directors of the company agreed to the overall arrangement of the company’s spin off listing, agreed to the proposals related to the spin off listing considered at the third meeting of the Fifth Board of directors of the company, and submitted to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle relevant matters.
7. This spin off and listing still needs to be deliberated and approved by the general meeting of shareholders of the company and approved or reviewed by relevant competent authorities.
Qingdao Tgood Electric Co.Ltd(300001)
Independent directors: Wang Zhuquan, Chang Xin, sun Yuliang
March 7, 2022
