Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) independent director
Independent opinions on matters related to the 14th meeting of the 4th board of directors
In accordance with the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) articles of association and the working rules for independent directors and other relevant provisions, we are the independent directors of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as the "company"), The independent opinions on the matters considered at the 14th meeting of the Fourth Board of directors are as follows:
1、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the profit distribution plan for 2021 prepared by the board of directors comprehensively considers the actual situation and future development needs of the company, and complies with the company law and the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC The relevant provisions of regulations, rules and regulations such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and the articles of association do not harm the interests of the company and its shareholders, especially small and medium-sized shareholders.
In conclusion, we agree to the company's profit distribution plan for 2021 and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinion on internal control evaluation report in 2021
After verification, we believe that the company has established a relatively perfect corporate governance structure and internal control management system in combination with the actual operation situation, which meets the needs of the company's operation and management development. The company has established an internal control mechanism for the businesses and matters included in the evaluation scope, which has been effectively implemented, and basically achieved the goal of internal control without major defects. The 2021 internal control evaluation report prepared by the company truly, objectively and comprehensively reflects the construction and operation of the company's internal control system.
In conclusion, we agree to the 2021 annual internal control evaluation report prepared by the company and agree to submit the matter to the general meeting of shareholders for deliberation.
3、 Independent opinions on the proposed appointment of audit institutions in 2022
After verification, we believe that:
1. Ernst & Young Huaming Certified Public Accountants (special general partnership) has many years of experience in providing audit services for listed companies, has sufficient independence, professional competence and investor protection ability, and can meet the needs of the company's annual report audit in 2022.
2. The company plans to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution in 2022, which is based on the current actual and future development needs of the company, with reasonable and sufficient reasons, which is conducive to ensuring and improving the quality of the company's audit work.
3. The company's proposed appointment of an audit institution has been approved by us in advance. The procedures of the board of directors to consider this matter comply with the relevant provisions of laws, regulations and normative documents such as the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of listed companies and other shareholders, especially the interests of minority shareholders.
To sum up, we agree to recommend Ernst & Young Huaming Certified Public Accountants (special general partnership) to be appointed as the audit institution of the company in 2022, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the use of self owned funds to carry out entrusted financial management business in 2022
After necessary inquiry, understanding and investigation on the company's financial status, cash flow, operation mode of the company's cash management business and internal control mechanism, we believe that:
In 2022, the company used its own funds to carry out entrusted financial management business, fulfilled the necessary approval procedures, and did not violate relevant laws and regulations and the articles of Association; On the premise of controlling risks, the company will appropriately carry out entrusted financial management business, which will help to improve the efficiency of capital use and the rate of return on net assets, and will not affect the normal development of the company's main business; This item does not infringe upon the legitimate interests of listed companies and small and medium-sized investors.
In conclusion, we agree that the company will use its own funds to carry out entrusted financial management business in 2022, which needs to be submitted to the general meeting of shareholders for approval.
5、 Independent opinions on the use of self owned funds to carry out securities investment business in 2022
After necessary inquiry, understanding and investigation on the company's financial status, cash flow, operation mode of the company's cash management business and internal control mechanism, we believe that:
1. The company's financial situation and cash flow are good. On the premise of not affecting the normal development of the company's main business, the company (including subsidiaries) uses its own funds to carry out securities investment business appropriately, which is conducive to further improving the use efficiency of its own funds and improving the company's net asset income rate.
2. The approval procedures of the board of directors of the company for this matter do not violate relevant laws and regulations, normative documents and the articles of association, and do not infringe on the legitimate interests of listed companies and small and medium-sized investors. 3. The board of directors and management of the company have formulated the control mechanism of securities investment business. We urge the company to further improve the risk control mechanism of securities investment business, further ensure the safety of its own funds for securities investment business and further control investment risks.
4. The company shall strictly abide by the relevant provisions of laws and regulations, normative documents and system rules such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, the articles of association and the securities investment management system, and carry out decision-making, management, inspection and supervision on securities investment matters, Ensure the safety of self owned funds, strictly control investment risks, and timely fulfill the obligation of information disclosure.
In conclusion, we agree that the company will use its own funds for securities investment this time.
6、 Independent opinions on applying to the bank for comprehensive credit line in 2022
After review, we believe that the company's application for comprehensive credit is mainly to meet the capital needs of the group company and its wholly-owned and holding subsidiaries in 2022, which is conducive to the continuous and healthy development of the company and its wholly-owned and holding subsidiaries, and is in line with the actual operation situation of the company.
The decision-making procedures for the above matters are legal and effective, comply with relevant laws and regulations, normative documents and relevant provisions of the company's rules and regulations, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. In conclusion, we agree that the board of directors of the company authorizes the management to apply for comprehensive credit from the bank in 2022.
7、 Independent opinions on changing the Secretary of the board of directors of the company
After review, we believe that:
1. The nomination and voting procedures of the Secretary of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, which are legal and effective;
2. After reviewing the resume and other information of the candidate for secretary of the board of directors, we believe that Ms. Feng Jia is qualified to perform relevant duties; It is not found that the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association stipulate that they are not allowed to serve as senior executives and secretaries of the board of directors of the company, and there is no situation that they have been determined as prohibited from entering the market by the CSRC and have not been lifted, Nor has she been subject to any punishment or punishment from the China Securities Regulatory Commission and Shenzhen Stock Exchange. After inquiry on the website of the Supreme People's court, Ms. Feng Jia is not a "dishonest executee";
3. It is agreed that the company shall appoint Ms. Feng Jia as the Secretary of the board of directors, and the termination date of the term of office shall be the same as that of the Fourth Board of directors of the company.
8、 Independent opinions on matters related to the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to the listing on the gem
After review, we believe that:
1. The plan for the spin off of the subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "the spin off") prepared by the company for the proposed spin off of the subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem complies with the securities law of the people's Republic of China The provisions of laws, regulations and normative documents such as the rules for the spin off of listed companies (for Trial Implementation) are feasible and operable. This spin off will help the company highlight its main business and enhance its independence. After the spin off, the company and its subsidiaries to be spun off meet the regulatory requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on horizontal competition and related party transactions, meet the interests of the company and all shareholders, and do not damage the interests of minority shareholders.
2. The company has disclosed in detail the matters related to the approval, examination and approval of the general meeting of shareholders, Shenzhen Stock Exchange and China Securities Regulatory Commission involved in the spin off in the plan for the listing of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. on the gem, and made special tips on the risks that it may not be able to obtain the relevant approval, examination and approval.
3. The spin off complies with relevant national laws, regulations and policies, follows the principles of openness, fairness and impartiality, conforms to the interests of the company and all shareholders, and is fair and reasonable to all shareholders.
4. The proposals related to the spin off have been approved by us in advance before being submitted to the board of directors for deliberation, and comply with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations and the articles of association.
5. The proposal related to the spin off was deliberated and adopted at the 14th meeting of the Fourth Board of directors of the company. The convening, convening procedures, voting procedures and methods of the meeting comply with the provisions of the company law and other laws and regulations and the articles of association.
6. We agree to the overall arrangement of the spin off, agree to the proposals related to the spin off considered at the 14th meeting of the Fourth Board of directors, and request the general meeting of shareholders to authorize the board of directors and its authorized persons to handle relevant matters.
7. The spin off still needs to be reviewed and approved by the general meeting of shareholders and relevant competent authorities.
9、 Independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
As an independent director of the company in accordance with the provisions of the notice on regulating capital exchanges between listed companies and related parties and external guarantees of listed companies, the notice on regulating external guarantees of listed companies and the articles of association of the company, etc, We have carefully understood and examined the company's funds occupied by the company's controlling shareholders and their related parties and the company's external guarantees in 2021. The relevant explanations and independent opinions are as follows:
1. In 2021, the company strictly complied with the provisions of laws and regulations such as the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee behavior of listed companies and the articles of association of the company, and standardized the capital exchanges and external guarantee system of related parties of the company, Implement the approval procedures for capital transactions and external guarantees of related parties of the company, and strictly control the risks of capital transactions and external guarantees of related parties.
2. In 2021, there was no non operational occupation of the company's funds by the company's controlling shareholders and other related parties.
The capital transactions between the company and its controlling shareholders and other related parties are normal operating capital transactions. The controlling shareholders and other related parties of the company do not occupy the funds of the listed company or in a disguised form, nor do they occupy the funds of illegal related parties that occurred in previous years and continued to the reporting period.
3. As of December 31, 2021, the details of the company's external guarantees are as follows:
Unit: 10000 yuan
Guarantee of the company to its subsidiaries
Whether the actual guarantee fund is fulfilled on the actual date of the guarantee amount is the name of the guarantee object related announcement guarantee amount period amount guarantee type guarantee period completion related party disclosure date guarantee
Dong Fang pre self guaranteed student
Decision (netherla 20200132402012020033240201 joint and several liability effective date whether
Nd) Co ö peratief guarantee from November 16 to 2021
U. A. 18 February
Dong Fang pre joint and several liability self guarantee
Cision (netherla) December 20201776046 February 20211776046 guarantee; from the date of quality effect whether
Nd) Co ö peratief is charged to 2022 from 30 to 04
U. A. 3 February
Dong Fang pre joint and several liability self guarantee
Cision (netherla 202006252689520200624186 guarantee; no since the date of quality effect
Nd) Co ö peratief, May 5
