Hengdian Group Dmegc Magnetics Co.Ltd(002056) independent directors about
Independent opinions on relevant matters of the 21st Meeting of the 8th board of directors
According to the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the basic norms of enterprise internal control and the supporting instructions of enterprise internal control As an independent director of the company, we are guided by the relevant provisions of administrative regulations and normative documents such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, as well as the articles of association of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as the “company”), the decision-making system for connected transactions of the company and the working system for independent directors of the company Responsible attitude, based on the position of independent judgment, we hereby give the following prior approval opinions and independent opinions on the relevant matters of the 21st Meeting of the eighth board of directors of the company:
1、 Prior approval opinions of independent directors on the renewal of the audit institution in 2022
The company’s renewed employment of Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianjian”) complies with the provisions of the company law, the securities law and other relevant laws, administrative regulations and the articles of Association; Tianjian is qualified for securities, futures and other related businesses, and has rich audit experience and ability of listed companies. In the audit process of 2021, Tianjian followed the principles of integrity, independence, objectivity and impartiality, and dispatched an audit team with strong professional ability and good professional ethics, In order to better meet the requirements of the company for establishing and improving internal control and financial audit, we believe that Tianjian has the ability to continue to serve as the audit institution of the company in 2022.
In conclusion, in order to ensure the continuity of the company’s audit work, we agree to continue to appoint Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and submit it to the 21st Meeting of the eighth board of directors for deliberation.
2、 Prior approval opinions of independent directors on the prediction of the company’s daily connected transactions in 2022
1. The company informed us in advance of the planned daily related party transactions. Before the meeting, we received the expected relevant materials of daily related party transactions submitted by the company, carefully reviewed the materials, reviewed and communicated the related party transactions of the company over the years, and analyzed the necessity of related party transactions with related parties.
2. The daily related party transactions to be considered by the company in 2022 meet the needs of the company’s daily operation. The transaction price is based on government pricing or market fair price, reflecting the principle of fair transaction and consensus. The development of relevant businesses is conducive to the development of the company. The expected amount of daily related party transactions in 2022 accounts for a low proportion of its similar businesses, It will not adversely affect the independence of the listed company and will not damage the interests of the company and shareholders, especially minority shareholders.
Based on the above judgment, we agree that the company will submit the proposal to the 21st Meeting of the eighth board of directors for deliberation in accordance with the deliberation procedures of related party transactions. When the board of directors deliberates the proposal of the above-mentioned related party transactions, the related directors Xu Wencai and Hu Tiangao shall withdraw from voting.
3、 Prior approval opinions of independent directors on the company’s entrusted financial management and related party transactions in 2022
1. The company informed us in advance of its intention to purchase related party financial products with its own idle funds. Before the meeting, we received the materials related to related party transactions submitted by the company, communicated with relevant personnel of the company, carefully reviewed the materials, and analyzed the necessity of related party transactions with related parties.
2. Nanhua Futures Co.Ltd(603093) is the first batch of comprehensive settlement member units of China Financial Futures Exchange, the full-fledged member unit of Shanghai Futures Exchange, Zhengzhou Commodity Exchange and Dalian Commodity Exchange, the trading participant of Shanghai Stock Exchange and Shenzhen Stock Exchange, and the member unit of Shanghai international energy trading center Nanhua Futures Co.Ltd(603093) and its subsidiaries are equipped with strong teams, have strong risk control ability in investment, and the operating performance over the years is at the forefront of the industry.
3. Under the condition that the investment risk can be controlled without affecting the normal operation of the company, the company purchases the financial products of Nanhua Futures Co.Ltd(603093) and its subsidiaries, which can be used to improve the use efficiency and return on assets of the company’s idle funds. In conclusion, we agree to submit the proposal to the 21st Meeting of the 8th board of directors of the company for deliberation. When the board of directors deliberates the above proposals, the directors Xu Wencai and Hu Tiangao, as affiliated directors, shall withdraw from voting.
4、 Independent opinions of independent directors on the company’s profit distribution plan for 2021
The company’s profit distribution plan for 2021 complies with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association, the company’s shareholder return plan for the next three years (20212023), etc. At the same time, the company has fully considered the interests and demands of investors, especially small and medium-sized investors, on the premise of combining the current operating conditions, investment capital needs and future development plans. The profit distribution plan proposed by the company is conducive to the majority of investors to share the operating results of the company’s development, and matches the company’s operating performance and future development. We agree with the profit distribution plan proposed by the board of directors and agree to submit the above proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions of independent directors on the reappointment of the audit institution in 2022
1. Tianjian has the qualification of securities and futures related businesses and is in a leading position in China in terms of business scale, execution quality and social image. With its rich professional experience and strong service ability, the audit results are objective and fair. At the same time, in order to ensure the continuity of the company’s audit work, the renewal of Tianjian is conducive to ensuring and improving the quality of the company’s audit work.
2. In the process of providing audit services for the company, Tianjian staff can reflect the work style and professional ethics of integrity, independence, objectivity and impartiality, rigorous handling and professional competence, which is conducive to protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders.
3. The decision-making process of the company’s renewal of the accounting firm meets the requirements of relevant laws and administrative regulations. In conclusion, we agree that the company will continue to employ Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions of independent directors on the self-evaluation report of the company’s internal control in 2021
1. The company has established a relatively sound internal control system, and all internal control systems comply with relevant administrative regulations of China and the requirements of securities regulatory authorities.
2. The daily operation of the company can be carried out in accordance with the provisions of various internal control systems. The internal controls such as governance structure, production and operation, capital activities and information disclosure are strict, comprehensive and effective, which effectively ensures the normal operation and management of the company.
3. The company’s self-evaluation report on internal control truly, objectively and comprehensively reflects the actual situation of the current construction of the company’s internal control system, the implementation and supervision of the internal control system, conforms to the actual situation of the company, and is reasonable and effective.
In conclusion, we agree with the effective conclusion of internal control in the company’s 2021 internal control self evaluation report.
7、 Independent opinions of independent directors on the prediction of daily connected transactions of the company in 2022
1. The daily related party transactions between the company and major related parties meet the needs of the company’s production and operation in 2022, and the amount involved accounts for a low proportion of the company’s similar businesses. Therefore, it will not have a significant impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such related party transactions, and will not affect the independence of the company.
2. The transaction pricing principle is based on the government pricing or market price, fair and reasonable, and there is no damage to the interests of the company and all shareholders, especially the interests of minority shareholders.
3. The convening, convening and voting procedures and methods of the 21st Meeting of the eighth board of directors of the company comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies, the company’s charter, the rules of procedure of the board of directors of the company and the decision-making system of related party transactions of the company, When considering the proposal on the prediction of the company’s daily connected transactions in 2022, the connected directors avoided voting, and the resolutions of the meeting were legal and effective.
In conclusion, we agree to the daily related party transactions expected to occur between the company and related parties in 2022, and agree to submit the above proposal to the general meeting of shareholders for deliberation.
8、 Independent opinions of independent directors on the company’s entrusted financial management and related party transactions in 2022
1. At present, the company operates well and has abundant self owned funds. Under the condition that the investment risk can be controlled and the normal operation of the company will not be affected, using some idle funds to purchase related party financial products is conducive to improving the use efficiency of funds. The purchase of financial products can appropriately increase the company’s income, which is in line with the interests of the company and all shareholders. 2. The company has formulated the company’s securities investment and derivatives trading management system, and the company can effectively implement the investment and financial management process, fund management and risk control.
3. The convening, convening and voting procedures and methods of the 21st Meeting of the eighth board of directors of the company comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors of the company. The related directors avoid voting when deliberating the related proposals, and the resolutions of the meeting are legal and effective.
In conclusion, we agree to the company’s entrusted financial management and related party transactions in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
9、 Independent opinions of independent directors on the estimated amount of guarantee provided by the company for subsidiaries in 2022
The guarantee amount provided by the company to its subsidiaries is expected to meet its current capital needs for production and operation, support its business development and promote the development of the project. At the same time, the financial risk of providing guarantee is within the effective control range of the company. The guarantee will not adversely affect the normal operation and business development of the company, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
In conclusion, we agree with the company’s prediction of providing guarantee amount for subsidiaries in 2022, and submit the above proposal to the general meeting of shareholders for deliberation.
10、 Independent opinions of independent directors on the company’s by election of non independent directors of the eighth board of directors
1. The non independent director candidates nominated this time have the qualifications of directors of listed companies as stipulated by laws and administrative regulations, have the necessary working experience to perform the duties of directors, meet other conditions specified in the articles of association, and the nomination procedure is legal and effective;
2. It is not found that non independent director candidates are not allowed to serve as directors of the company according to the company law, the articles of association and the provisions of Shenzhen stock exchange for director candidates, and there is no situation that they are confirmed as prohibited from entering the market by China Securities Regulatory Commission and the prohibition has not been lifted;
3. Li Baoping is approved as a candidate for non independent director of the 8th board of directors of the company.
In conclusion, we agree to submit the company’s proposal on the by election of non independent directors of the eighth board of directors to the 2021 annual general meeting of shareholders for deliberation.
11、 Independent opinions of independent directors on adjusting the remuneration of some directors
This time, the company adjusted the basic salary and performance salary of some directors and set an appropriate floating mechanism, which is based on the salary level of the company’s industry and region and combined with the actual operation of the company, which can better ensure the consistency of their responsibilities, rights and interests and promote the diligence of directors.
For the salary adjustment of some directors, during the voting of the proposal, the directors involved in the salary adjustment avoided voting on the proposal, and the approval procedure was in line with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors. There is no situation that damages the interests of the company and shareholders.
In conclusion, we agree to the salary adjustment of some directors of the company and agree to submit the above proposal to the general meeting of shareholders for deliberation.
12、 Independent opinions of independent directors on the situation of funds occupied by the company’s controlling shareholders and other related parties and the special explanation of the company’s accumulated and current external guarantees
1. The capital transactions between the company and its controlling shareholders and their related parties can strictly comply with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies. The funds between related parties are normal business transactions, and there is no violation of the provisions of the above normative documents, There is also no illegal occupation of funds by related parties that occurred in previous years and accumulated to December 31, 2021. 2. The company can conscientiously implement the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and the company has established the management system for external guarantees of companies. As of December 31, 2021, the company has no external guarantee.
Independent director: LV Yan
Yang Liuyong
Liu Baoyu
March 9, 2002
