Zhejiang Windey Co.Ltd(300772) independent director
Independent opinions on relevant matters of the 29th meeting of the Fourth Board of directors
As an independent director of Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as “the company”), we are responsible to the company, all shareholders and investors in accordance with the independent director rules of listed companies, the GEM Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies, the articles of association and other relevant laws, regulations and rules, Adhering to the principle of seeking truth from facts and based on independent judgment, after reviewing and verifying the relevant matters considered at the 29th meeting of the Fourth Board of directors of the company, the following independent opinions are issued:
1、 Independent opinions on the change of accounting estimates of the company
The change of the company’s accounting estimate conforms to the actual business situation and relevant regulations, and can more truly and completely reflect the company’s financial situation and operating results. The change of the accounting estimate conforms to the accounting standards for business enterprises issued by the Ministry of Finance and its subsequent regulations. The decision-making procedure for the change of accounting estimates complies with the relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders.
2、 Independent opinions on internal control evaluation report
After reviewing the 2021 internal control evaluation report issued by the board of directors of the company, we believe that the company’s internal control standard system and relevant regulations comply with the basic norms of enterprise internal control and its supporting guidelines, the internal control system has been effectively implemented in the company’s business activities, and effective internal control over financial reporting has been maintained in all major aspects, There are no major defects and important defects in the internal control of financial reporting, and no major defects and important defects in the internal control of non-financial reporting are found. The 2021 internal control evaluation report truly reflects the basic situation of the company’s internal control and is in line with the current situation of the company’s internal control.
3、 Independent opinions on 2021 profit distribution plan
The company’s proposal on the profit distribution plan for 2021 is put forward in accordance with the company’s development strategy, in line with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders. We agree to the company’s profit distribution plan for 2021 and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After reviewing the special report on the annual storage and use of raised funds prepared by the company in 2021, we believe that the content of the special report on the annual storage and use of raised funds prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions, It truthfully reflects the actual deposit and use of the company’s raised funds in 2021.
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 raised funds of listed companies, comply with the relevant provisions of the company’s measures for the administration of raised funds, and there are no violations in the deposit and use of raised funds.
5、 Independent opinions on the report on the use of the company’s previously raised funds
The content of the report on the use of previously raised funds prepared by the company is true, accurate and complete, without false records, misleading statements or major omissions, in line with relevant laws and regulations on the storage and use of raised funds, and there are no violations of the storage and use of raised funds. To sum up, we agree to the proposal of the report on the use of the previously raised funds and agree to submit the proposal to the general meeting of shareholders of the company for deliberation
6、 Independent opinions on the renewal of the company’s audit institution in 2022
The review procedure of the company’s renewal of the accounting firm complies with the provisions of relevant laws, regulations and the articles of association. Tianjian Certified Public Accountants (special general partnership) has relevant business practice qualifications, has the experience and ability to provide audit services for listed companies, can provide fair and fair audit services for the company, meet the requirements of the company’s audit work in 2022, and does not damage the interests of the company and all shareholders. We agree that the company will continue to employ Tianjian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022, agree to submit the proposal to the general meeting of shareholders to authorize the board of directors to determine the audit fee in 2022 according to the actual audit workload and the company’s negotiation results, and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on daily related party transactions in 2022
The explanation of the board of directors of the company on the difference between the actual and expected daily related party transactions in 2021 is consistent with the actual situation of the company. The daily related party transactions that have occurred in 2021 are fair and reasonable and do not harm the interests of the company and other non related party shareholders.
The company expects that the related party transactions in 2022 will occur based on the needs of the company’s normal production and operation, and follow the general commercial principles of equality, mutual benefit and compensation for equal value. The business cooperation relationship between the two sides is relatively stable, the price is determined according to the market price, and the pricing is fair, fair and reasonable; There is no situation that damages the interests of the company and all shareholders, will not have an adverse impact on the company’s future financial status and operating results, and will not affect the independence of the company; The company will not rely on related parties due to the related party transaction.
When the board of directors of the company voted, the related directors withdrew, and the procedure was legal and effective. The independent directors of the company agreed to the proposal on the expected daily connected transactions in 2022 and agreed to submit the proposal on the expected daily connected transactions in 2022 to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the company’s use of idle self owned funds for entrusted financial management
The company and its subsidiaries use idle self owned funds for entrusted financial management, which is conducive to improving the use efficiency of the company’s funds, improving the management income of the company’s funds, and will not affect the normal production and operation activities of the company and its subsidiaries. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant approval procedures are legal and compliant, and the internal control procedures are sound. Therefore, all independent directors agree that the company and its subsidiaries use idle self owned funds for entrusted financial management, and submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on dividend return planning for the next three years (20222024)
The dividend return plan for the next three years (20222024) prepared by the board of directors of the company complies with the provisions of relevant laws, regulations and the articles of association in terms of formulation process and decision-making procedures. Its contents can realize the reasonable return on investment to investors and take into account the sustainable development of the company. On the premise of ensuring the normal operation and development of the company, the profit distribution form and The proportion of cash dividends is specifically planned, and full attention is paid to the reasonable requirements and opinions of all shareholders, especially small and medium-sized shareholders, which can better protect the interests of all shareholders, especially small and medium-sized shareholders. We agree to the dividend return plan for the next three years (20222024) and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Wang Jianping, Li Ying, Huang can march 7, 2022
