Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346)
Shanghai Zhezhong Group Co.Ltd(002346) independent director
Independent opinions on matters related to the 16th meeting of the 4th board of directors
As an independent director of Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines on internal audit of listed companies, the guidelines on standardized operation of listed companies, the working system of independent directors of the company and other relevant provisions, We hereby express the following opinions on the relevant proposals of the 16th meeting of the Fourth Board of directors of the company:
1、 Independent opinion on self-evaluation report of internal control in 2021
After verification, the company has established a relatively perfect internal control system and can be effectively implemented. The company’s internal control mechanism is basically complete, reasonable and effective. All production and operation activities and corporate governance activities of the company are operated in strict accordance with relevant internal control systems and norms, so as to effectively control various internal and external risks. 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、 Independent opinions on supplementary consideration of connected transactions
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the decision-making system of related party transactions and other relevant provisions of the CSRC, as an independent director of the company, after careful verification of the related party transactions of the company, I hereby express the following opinions on the related party transactions of the company in 2021:
We believe that this related party transaction of the company is based on the realization of rental return income and aims to improve the efficiency of capital utilization. The pricing basis of this transaction is reasonable and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Due to the company’s business arrangement, the related party transaction was terminated by consensus of all parties, and there was no actual delivery of equipment and capital. In order to pay the original purchase contract amount of Guojing semiconductor, the company applied to Bank Of Ningbo Co.Ltd(002142) for issuing a bank acceptance bill of 100 million yuan, which has been transferred and endorsed to the company, and the company has not used it after receiving the above bank acceptance bill.
In view of the failure to submit the above-mentioned related party transactions to the board of directors for deliberation and approval in time, the company is also urged to pay high attention to the deliberation procedures, strengthen the study of relevant provisions on related party transactions, and prevent similar situations from happening again. 3、 Independent opinions on the company’s accumulated and current external guarantees and the funds occupied by related parties are in accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (Zheng Jian Fa [2003] No. 56) issued by the CSRC The notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the articles of association and other relevant provisions are regarded as Shanghai Zhezhi
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346)
After carefully reviewing the relevant materials, the independent directors of the Group Co., Ltd. expressed the following independent opinions on the company’s accumulated and current external guarantees and the funds occupied by related parties:
1. During the reporting period, the company and its holding subsidiaries did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals, nor did they provide external guarantees or illegal external guarantees that occurred in previous years and accumulated to December 31, 2021;
2. The company has no non operating occupation of the company’s funds by controlling shareholders and other related parties.
4、 Independent opinions on the remuneration of directors, supervisors and senior managers of the company
The remuneration scheme of the company’s directors, supervisors and senior managers in 2021 complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the company’s situation; The plan can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
5、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s profit distribution plan for 2021 is in line with the current actual situation of the company, can effectively reflect the cash dividend return to investors, comply with the relevant provisions of the regulatory authorities and the articles of association, and is conducive to the sustainable and stable development of the company. We agree to the 2021 profit distribution plan submitted by the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the company’s securities investment
1. At present, the company’s operation is normal and its financial status and cash flow are good. On the premise of ensuring capital liquidity and safety, the company uses some of its own funds to invest in funds, financial management, trust products, securities investment and other financial products, which is conducive to improving the company’s capital income level and enhancing the company’s profitability, and will not have an adverse impact on the company’s production and operation, There is no harm to the interests of the company and all shareholders, especially minority shareholders.
2. The decision-making procedure for this matter is legal and compliant. The board of directors of the company has formulated practical and effective securities investment management system and other internal control measures, so that the safety of funds can be guaranteed and the investment risk can be effectively controlled. Based on the above, we agree to the investment.
7、 Independent opinions on the company’s use of temporarily idle raised funds to purchase financial products
We have carefully considered the proposal on using temporarily idle raised funds to purchase financial products, conducted necessary reviews on the company’s operation and financial situation, and expressed the following opinions:
On the premise of not affecting the normal operation of the company and effectively controlling risks, proper cash management of idle raised funds can improve the use efficiency of the company’s raised funds, protect shareholders’ income and meet the interests of the company,
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346)
There is no situation that damages the interests of the company and minority shareholders. It is agreed that the company will use all the surplus over raised funds within one year to purchase principal guaranteed financial products within one year.
8、 Independent opinions on financial assistance provided by controlling shareholders to the company free of charge
The related party transactions in which the controlling shareholders provide financial assistance to the company free of charge reflect the support of the controlling shareholders to the listed company, which aims to ensure the capital demand of the company’s daily production and operation, improve the company’s capital structure and reduce the company’s financial expenses, which is conducive to the company’s business development; There will be no damage to the interests of the company and shareholders, especially minority shareholders. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations, and the related directors have avoided voting, which is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association.
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) (there is no text on this page, which is the signature page of Shanghai Zhezhong Group Co.Ltd(002346) independent directors’ independent opinions on relevant matters of the 16th meeting of the Fourth Board of directors)
independent director:
Zhang Bohua, Jin Jingbo, Tao Tengyun
Shanghai Zhezhong Group Co.Ltd(002346) board of directors March 9, 2002
