Sichuan Chengfei Integration Technology Corp.Ltd(002190) independent director
As an independent director of Sichuan Chengfei Integration Technology Corp.Ltd(002190) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the rules for independent directors of listed companies, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange, the working system of independent directors and other relevant rules and regulations, Based on independent judgment, the following opinions are expressed on the matters discussed at the 13th meeting of the seventh board of directors of the company:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the requirements of the company law, the securities law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and the stock listing rules of Shenzhen Stock Exchange, we have carefully understood and verified the capital occupied by the controlling shareholders and other related parties of the company and the external guarantees of the company, Relevant explanations and independent opinions are as follows:
1. During the reporting period, there was no non operational occupation of funds by controlling shareholders and other related parties.
2. During the reporting period, the company has no external guarantee.
2、 Independent opinions on 2021 profit distribution plan
According to the audit confirmation of Tianjian Certified Public Accountants (special general partner) (hereinafter referred to as “Tianjian”), the parent company realized a net profit of 2327371602 yuan in 2021. According to the relevant provisions of the company law and the articles of association, 10% of the statutory reserve of 232737160 yuan was withdrawn, plus the undistributed profit carried forward from previous years of 58913062356 yuan, Minus 3586654678 yuan of distributed profit in 2020 distributed in 2021, the accumulated undistributed profit balance as of 2021 was 57421042120 yuan.
The profit distribution plan for 2021 is: Based on the total share capital of 358729343 shares at the end of 2021, a cash dividend of RMB 0.50 (including tax) is distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 1793646715; 0 bonus shares (including tax) will be given, and the capital stock will not be increased with the accumulation fund.
After deliberation, we believe that the company’s profit distribution plan for 2021 is based on the actual situation of the company, which is conducive to the stable development of the company and does not harm the interests of investors. The company’s profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the company law, the notice on further implementing the 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 and the company’s shareholder bonus return plan (20202022).
We agree to the profit distribution plan proposed by the board of directors of the company and agree to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions of independent directors on self evaluation report on internal control in 2021
We express the following opinions on the company’s self evaluation report on internal control in 2021:
During the reporting period, the company established a sound internal control system, and all internal control systems met the requirements of relevant Chinese laws and regulations and regulatory authorities’ normative documents on the governance of listed companies. During the reporting period, the company did not have any major defects in the closed internal control of financial reporting that had not been rectified, and the company has maintained effective internal control of financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations; During the reporting period, the company did not find any major defects in the internal control of non-financial reporting; There are no factors that materially affect the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report. We believe that the self-evaluation of the company’s internal control is in line with the actual situation of the company’s internal control and is objective and true. We agree with the self-evaluation report of internal control in 2021 issued by the company.
4、 Independent opinions on the continuous risk assessment report on deposits and loans related to AVIC Finance Co., Ltd
We have carefully reviewed the continuous risk assessment report on deposits and loans associated with AVIC Finance Co., Ltd. and believe that the risk assessment report fully reflects the business qualification, business and risk status of AVIC Finance Co., Ltd. and found no funds, credit, audit There are major defects in the risk control system of information management, the risk assessment report is fair and impartial, the company’s funds are independent and safe, and there is no risk of being occupied by related parties and damaging the interests of the company and all shareholders.
5、 Independent opinions on the proposal on the proposed reappointment of audit institutions in 2022
We have carefully considered the proposal on the proposed renewal of the audit institution in 2022 and believe that Tianjian, as a comprehensive audit consulting institution, has sufficient independence, professional competence and investor protection ability to meet the quality requirements of the company’s audit work in 2022. The renewal of Tianjian is conducive to ensuring or improving the quality of the audit work of listed companies, It is conducive to protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. The decision-making procedures of the company’s selection and employment of audit institutions comply with relevant laws and regulations, normative documents and relevant systems and regulations of the company, and there is no damage to the interests of the company and all shareholders. We agree to continue to employ Tianjian as the audit institution of the company in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
March 11, 2022
