Tianrun Industry Technology Co.Ltd(002283)
Independent directors’ opinions on the 23rd Meeting of the 5th board of directors of the company
Independent opinions on relevant matters
As an independent director of Tianrun Industry Technology Co.Ltd(002283) (hereinafter referred to as “the company”), in accordance with the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, based on a serious and responsible attitude and independent judgment, We express the following independent opinions on the relevant matters considered at the 23rd Meeting of the Fifth Board of directors: I. independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 is formulated according to the actual situation of the company, takes into account the reasonable return on investment of shareholders and the needs of the company’s sustainable development, complies with the provisions and requirements of relevant laws and regulations, normative documents and the articles of association, is conducive to the healthy and sustainable development of the company, and does not damage the legitimate rights and interests of the company and shareholders, 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 self-evaluation report of internal control in 2021
After verification, the company has established a relatively perfect internal control system. All internal control systems comply with relevant Chinese laws and regulations and the provisions and requirements of regulatory authorities, as well as the actual situation of the company’s current production and operation. The implementation of the internal control system is effective, and all risks in the company’s operation can be effectively controlled. The company’s self-evaluation report on internal control in 2021 objectively and truly reflects the establishment and operation of the company’s internal control.
3、 According to the independent opinion on the remuneration of directors, supervisors and senior managers in 2021, after verification, we believe that the remuneration of directors, supervisors and senior managers in 2021 is determined according to the comprehensive factors such as the actual operation, personal performance and basic annual salary of the company, and the salary payment procedure is in line with the provisions of relevant laws and regulations and the articles of association, We agree to the company’s remuneration plan for directors, supervisors and senior managers in 2021, and agree to submit the proposal to the company’s general meeting of shareholders for deliberation.
4、 Independent opinions on the appointment of accounting firms
Tianjian Certified Public Accountants (special general partnership) is qualified for securities business. During his tenure as the company’s audit institution, he was diligent and conscientious, fairly and reasonably expressed independent audit opinions, and appointed Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, which is conducive to ensuring the continuity of the company’s audit work and protecting the interests of the company and other shareholders, Especially the interests of minority shareholders. Tianjian Certified Public Accountants (special general partnership) has sufficient professional competence and investor protection ability, and has good independence. The decision-making process of the company’s appointment of Certified Public Accountants this time meets the requirements of relevant laws and regulations. In conclusion, we agree that the company will appoint Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation. 5、 Special opinions on the actual situation of the company’s daily related party transactions in 2021, which is quite different from the expected situation
The daily connected transactions actually occurred by the company in 2021 are all transactions required by the company’s normal business, which meet the company’s current operating conditions and strategic requirements based on future development. The reason for the difference between the actual situation of the company’s daily related party transactions in 2021 and the expected situation is true, in line with the requirements of market norms and relevant laws and regulations, in line with the principles of openness, fairness and mutual benefit, and the transaction price is determined according to the principle of marketization, without damaging the interests of the company and other shareholders.
6、 Independent opinions on the forecast of daily connected transactions in 2022
The daily related party transactions that the company expects to occur in 2022 are based on the actual operation and development needs of the company, belong to normal commercial transactions, comply with the fair pricing of the market, abide by the principles of fairness, openness and impartiality, and carry out on the basis of mutual benefit, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders, Nor will it affect the independence of the company. The deliberation and decision-making procedures of this proposal comply with the relevant provisions of relevant laws and the articles of association, and the related directors avoid voting when deliberating this proposal. We unanimously agree on the company’s daily related party transactions in 2022. 7、 Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties according to the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantee of listed companies (2017 Revision) (zjf [2017] No. 16) issued by China Securities Regulatory Commission According to the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and other relevant regulations and requirements, we have carefully checked the capital occupation and external guarantee of the company’s controlling shareholders and other related parties, and our independent opinions are as follows:
1. During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties. Nor does it exist that the controlling shareholders and other related parties occupied the company’s funds in the previous period and continued to the reporting period.
2. During the reporting period, the company did not have any external guarantee, nor did it have any external guarantee that occurred in previous years and accumulated to December 31, 2021.
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(there is no text on this page, which is the signature page of Tianrun Industry Technology Co.Ltd(002283) independent directors’ independent opinions on matters related to the 23rd Meeting of the Fifth Board of directors of the company)
Signature of independent director:
Jiang Aili, Qu Guoxia, Yao Chunde
March 12, 2022
