Guangzhou Echom Sci.&Tech.Co.Ltd(002420) independent director
Independent opinions on matters related to the 24th Meeting of the 5th board of directors, as an independent director of Guangzhou Echom Sci.&Tech.Co.Ltd(002420) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association of the CSRC, Independent opinions on relevant matters of the 24th Meeting of the 5th board of directors of the company are as follows:
1、 Independent opinion on self evaluation report on internal control in 2021
The company’s internal control system meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, and is suitable for the actual needs of the company’s current business activities. The internal control system basically covers all aspects and links of the company’s production, operation and management. Through the implementation of the internal control system, the company’s internal control has high integrity, rationality and effectiveness.
The company’s internal control over holding subsidiaries, related party transactions, external guarantees, major investments and information disclosure has been relatively strict, sufficient and effective, ensuring the normal progress of the company’s production and operation management, controlling and preventing operation and management risks, protecting the legitimate rights and interests of investors, and promoting the standardized operation and healthy development of the company. The company’s self-evaluation report on internal control in 2021 can objectively and comprehensively reflect the real situation of the company’s internal control, and the internal control is effective.
2、 Independent opinions on 2021 profit distribution plan
The company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund in 2021. As an independent director of the company, after careful analysis of the company’s industry characteristics, enterprise development stage, its own business model, profitability, capital demand and other factors, We believe that the company’s 2021 profit distribution plan complies with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) of China Securities Regulatory Commission and the relevant provisions on cash dividends in the company’s articles of association and profit distribution management system. The company’s 2021 profit distribution plan comprehensively considers the current industry characteristics, enterprise development stage Due to factors such as operation and management and medium and long-term development, the distribution plan is reasonable and effectively protects the legitimate interests of investors. It is agreed to submit the profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
3、 Independent opinions on accounting estimate change proposal
The company changes its accounting estimates in accordance with the relevant provisions and requirements of the Ministry of finance. The changed accounting estimates comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, can objectively and fairly reflect the company’s financial status and operating results, and are in line with the interests of the company and all shareholders. The decision-making procedure of this accounting estimate change complies with relevant laws, regulations and the articles of association, and does not harm the interests of the company and minority shareholders. We agree with the company’s accounting estimate change.
4、 Independent opinion on the prediction of 2022’s daily connected transactions with Kingfa Sci.& Tech.Co.Ltd(600143)
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the working system of independent directors, the articles of association and the measures for the administration of connected transactions of the company and other relevant provisions of the CSRC, we, as independent directors of the company, carefully review the relevant materials provided by the board of directors and understand the relevant information before the meeting, We hereby express our independent opinions on the company’s prediction of 2022’s daily related party transactions with Kingfa Sci.& Tech.Co.Ltd(600143) as follows:
1. The daily related party transactions expected to occur by the company are based on the actual situation of the company, meet the needs of the development of the company, and help to enhance the control of the company and improve the guarantee degree of production and operation.
2. The daily connected transactions expected to occur by the company are carried out in accordance with the principle of “independent subject, fair and reasonable”. The price is the market price and the pricing is fair. There is no violation of the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and minority shareholders.
3. During the deliberation of the proposal, the affiliated directors Xiong Haitao, Li Nanjing and Ning Hongtao avoided voting, and the decision-making procedure of affiliated transactions was legal and in line with the requirements of the stock listing rules of Shenzhen Stock Exchange and other norms.
5、 Independent opinions on the prediction of related party transactions with Guangdong Yichang Investment Co., Ltd. in 2022
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the working system of independent directors, the articles of association and the measures for the administration of connected transactions of the company and other relevant provisions of the CSRC, we, as independent directors of the company, carefully review the relevant materials provided by the board of directors and understand the relevant information before the meeting, The independent opinions of the company on the estimated related party transactions with Guangdong Yichang Investment Co., Ltd. in 2022 are as follows:
1. The related party transactions expected to occur by the company are based on the actual situation of the company, meet the needs of the development of the company, and help to enhance the control of the company and improve the guarantee degree of production and operation. 2. The related party transactions expected to occur by the company are carried out in accordance with the principle of “independent subject, fair and reasonable”. The price is the market price, and the pricing is fair. There is no violation of the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and minority shareholders.
3. During the deliberation of the proposal, related directors Li Nanjing and Ren Xuefeng avoided voting, and the decision-making procedure of related party transactions was legal and in line with the requirements of the stock listing rules of Shenzhen Stock Exchange and other norms.
6、 Independent opinions on the prediction of daily related party transactions with GAOJIN FUHENG Group Co., Ltd. in 2022
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the working system of independent directors, the articles of association and the measures for the administration of connected transactions of the company and other relevant provisions of the CSRC, we, as independent directors of the company, carefully review the relevant materials provided by the board of directors and understand the relevant information before the meeting, The independent opinions of the company on the expected daily related party transactions with GAOJIN FUHENG Group Co., Ltd. in 2022 are as follows:
1. The daily related party transactions expected to occur by the company are based on the actual situation of the company, meet the needs of the development of the company, and help to enhance the control of the company and improve the guarantee degree of production and operation.
2. The daily connected transactions expected to occur by the company are carried out in accordance with the principle of “independent subject, fair and reasonable”. The price is the market price and the pricing is fair. There is no violation of the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and minority shareholders.
3. Ning Hongtao and Xiong Haitao, the connected directors, avoided voting during the deliberation of the proposal, and the decision-making procedure of connected transactions was legal and in line with the requirements of the stock listing rules of Shenzhen Stock Exchange and other norms.
7、 Independent opinions on the appointment of deputy general manager
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 articles of association and other relevant provisions, as the fifth independent director of the company, we hereby stand on the basis of independent judgment and express the following independent opinions:
1、 Mr. Liu Wei’s nomination procedures comply with the company law, the stock listing rules, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions.
We believe that Mr. Liu Wei has the necessary ability to perform his duties, has rich experience in operation and management, and has good professional ethics and personal morality. The appointment of Liu Wei as the deputy general manager of the company complies with relevant laws and regulations, the relevant provisions of the articles of association and the needs of the company’s operation.
2、 According to the personal resume and work performance of the above candidates, it is not found that they have the conditions specified in Article 146 of the company law, are not found that they are prohibited from entering the market by the CSRC, and are qualified to serve as senior managers of the company.
3、 The nomination procedures of the board of directors for the above candidates comply with the relevant provisions of the company law and the articles of association and do not damage the rights and interests of shareholders. We agree to the nomination and appointment of the above candidates.
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Signature of independent director:
Ruan Feng, Shen Zhaozhang, Zhang Xiaocheng
specific date
