Fiyta Precision Technology Co.Ltd(000026)
Special instructions and independent opinions of independent directors on relevant matters of the company
In accordance with the provisions of the company law, the securities law, the rules for independent directors of listed companies and other relevant systems, we, as independent directors of the 10th board of directors of Fiyta Precision Technology Co.Ltd(000026) (hereinafter referred to as “the company”), based on independent judgment and careful research, deliberated on the relevant matters of the 6th meeting of the 10th board of directors of the company, We hereby express the following opinions on the independent matters of the company:
1、 Special instructions and independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company
1. After careful inspection, the capital transactions between the company and the controlling shareholders and other related parties belong to operating capital transactions. There is no non operating capital transaction between the company and the controlling shareholders and other related parties, nor does the controlling shareholders and other related parties occupy the company’s funds or occupy the funds in disguised form in other ways;
2. As of December 31, 2021, the balance of external guarantees of the company was 165.73 million yuan, accounting for 5.50% of the audited net assets of the company in 2021, which were guarantees provided for the loans of the wholly-owned subsidiaries of the company for the production and operation of the wholly-owned subsidiaries. After verification, the external guarantee disclosed in the 2021 annual report of the company is consistent with the actual situation. During the reporting period, the company and its holding subsidiaries did not provide guarantees for controlling shareholders and related parties, nor did other external guarantees occur; There is no external guarantee, overdue guarantee, guarantee involving litigation, etc.
2、 Independent opinions on the company’s profit distribution in 2021
After review, we believe that the profit distribution plan of the company complies with the relevant provisions of laws and regulations and the articles of association, the overall development strategy and actual operation of the company. While maintaining its own sustainable and steady development, the company attaches great importance to the reasonable investment return of shareholders, which is conducive to the long-term development of the company and does not damage the interests of the company and all shareholders.
We agree to the company’s profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
1. The difference between the actual occurrence and the estimated amount of the company’s daily related party transactions in 2021 is a normal business behavior, in line with the company’s actual production and operation, has no significant impact on the company’s daily related party transactions and performance, and does not damage the interests of the company and all shareholders, especially minority shareholders;
2. The daily related party transactions expected to occur in 2022 belong to normal commercial transactions, which are consistent with the actual production and operation needs of the company. The price of related party transactions is determined according to the market price. The pricing is fair and reasonable, which will not affect the independence of the company, and there is no behavior damaging the interests of the company and minority shareholders, which is in line with the overall interests of the company;
3. The estimated matters of this daily connected transaction have been withdrawn from voting by the connected directors, and the voting procedures comply with relevant regulations.
To sum up, we agree with the expected matters of the company’s daily connected transactions in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the renewal of accounting firm
After audit, Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “Dahua certified public accountants”) has scrupulously performed its duties, abided by independent, objective and impartial professional standards, better completed various works of financial statements and internal control audit in 2021, and charged reasonable audit fees.
In order to maintain the independence and stability of the company’s audit business, the company proposes to continue to employ Dahua firm as the auditor of financial report and internal control in 2022. Dahua firm has the experience and ability to provide audit services for the company, as well as sufficient independence, professional competence and investor protection ability, which can meet the requirements of the company’s audit work, help to ensure the quality of the company’s audit work and protect the interests of the company and all shareholders. The company has reasonable reasons to continue to employ the audit institution, and the audit procedures comply with relevant laws and regulations and the provisions of the articles of association.
In conclusion, we agree to renew the appointment of Dahua firm as the company’s audit institution in 2022 for one year, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the risk assessment report of the related deposits and loans between the company and AVIC Finance Co., Ltd. the risk assessment report issued by the company comprehensively, objectively and truly reflects the actual situation of AVIC Finance Co., Ltd. (hereinafter referred to as “AVIC finance”). As a non bank financial institution, aviation industry finance has legal and effective business qualification. Its business scope, business content and process, internal risk control system and other measures are strictly supervised by the CBRC. The financial service business carried out by aviation industry finance to the company is a normal commercial service. The related deposit and loan and other financial service businesses between the company and it are fair and reasonable, which will not affect the fund independence and security of the company, and there is no risk of occupation of funds by related parties, which will not harm the interests of listed companies.
We agree with the conclusion of the risk assessment report issued by the company.
6、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company has established a relatively perfect internal control system, which meets the requirements of relevant laws and regulations and the actual needs of the company’s production and operation management, and can be effectively implemented. All key activities of the company’s internal control can be carried out in strict accordance with the provisions of various systems, and no violation of the basic norms of enterprise internal control and other relevant provisions is found.
We believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company’s internal control system.
7、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
The company’s remuneration plan for directors and senior managers in 2021 is formulated based on the average remuneration level of the company’s industry and in combination with the company’s benefits, in line with relevant laws and regulations and the company’s rules and regulations, in line with the company’s actual business situation, and is conducive to giving full play to and mobilizing the work enthusiasm of directors and senior managers of the company, There are no circumstances that harm the interests of the company and shareholders, and the decision-making procedures comply with the relevant provisions of laws and regulations and the articles of association.
We agree to the relevant remuneration proposals and agree to submit the proposal on the remuneration of directors in 2021 to the general meeting of shareholders of the company for deliberation. 8、 Independent opinions on repurchase and cancellation of some restricted shares in 2018 A-share restricted stock incentive plan (phase I)
In view of the resignation of Mr. Chen Zhuo, Mr. Ma Yinghuan and Mr. Tang boxue, the original incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase I), according to the provisions of the 2018 A-share restricted stock incentive plan (Revised Draft), the company plans to hold a total of 60120 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled.
We believe that the company’s proposed repurchase and cancellation of some A-share restricted shares complies with the administrative measures for equity incentive of listed companies and the company’s 2018 A-share restricted stock incentive plan (phase I) (Revised Draft) and other relevant provisions, will not damage the interests of the company and all shareholders, and will not have a significant impact on the company’s operating performance.
Therefore, we agree that the company intends to repurchase and cancel some restricted shares of the 2018 A-share restricted stock incentive plan (phase I), and agree to submit the proposal to the general meeting of shareholders for deliberation.
9、 Independent opinions on repurchase and cancellation of some restricted shares in 2018 A-share restricted stock incentive plan (phase II)
In view of the resignation of Mr. Chen Zhuo and Mr. Ma Yinghuan, the original incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II), according to the provisions of the 2018 A-share restricted stock incentive plan (phase II) (Draft), the company plans to hold a total of 250000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled.
We believe that the company’s proposed repurchase and cancellation of some A-share restricted shares complies with the administrative measures for equity incentive of listed companies, the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft) and other relevant provisions, will not damage the interests of the company and all shareholders, and will not have a significant impact on the company’s operating performance.
Therefore, we agree that the company intends to repurchase and cancel some restricted shares of the 2018 A-share restricted stock incentive plan (phase II), and agree to submit the proposal to the general meeting of shareholders for deliberation.
March 10, 2002
(independent director: Wang Jianxin) (independent director: Zhong Hongming) (independent director: Tang Xiaofei)
