Sinomag Technology Co.Ltd(300835) independent director
Independent opinions on matters related to the 14th meeting of the 5th board of directors
In accordance with the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the guidelines for the governance of listed companies and other laws, regulations and normative documents, And Sinomag Technology Co.Ltd(300835) (hereinafter referred to as "the company"), the articles of association, the appointment and discussion system of independent directors and other relevant provisions. As an independent director of the company, we carefully checked the relevant matters considered at the 14th meeting of the Fifth Board of directors and expressed the following independent opinions:
1. Independent opinions on the self-evaluation report of the company's internal control in 2021
After review, we believe that the company has established a relatively perfect corporate governance structure and a sound internal control system, which meets the requirements of relevant national laws, regulations and relevant normative documents of securities regulatory authorities. The company's internal control system and system can meet the requirements of the company's management and the needs of the company's development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company's business activities and the implementation of relevant national laws, regulations and rules. The internal control evaluation report of the company in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system. There is no behavior damaging the interests of the company and minority shareholders, which is in line with the overall interests of the company.
Therefore, we unanimously agree with the 2021 internal control self-evaluation report prepared by the company. 2. Independent opinions on the special report on the deposit and use of the company's raised funds in 2021
After review, we believe that the special report on the deposit and use of raised funds in 2021 truly, accurately and completely reflects the deposit and use of raised funds during the reporting period of the company, and there are no false records, misleading statements or major omissions. The deposit and use of the company's raised funds in 2021 have fulfilled the necessary procedures and comply with the relevant laws and regulations, normative documents and the relevant provisions of the articles of association and the raised funds management system. There is no case that the deposit and use of the raised funds violate the law, regulations or damage the interests of the company's shareholders, especially the interests of minority shareholders.
Therefore, we unanimously agree to the special report on the deposit and use of raised funds in 2021 prepared by the company.
3. Independent opinions on the settlement of investment projects with raised funds and permanent replenishment of working capital with surplus raised funds
After review, we believe that the completion of the company's "8000 T / a high-performance permanent ferrite wet pressed magnetic tile project" and the permanent supplement of the surplus raised funds to the working capital are in line with the actual situation of the company's development, and have fulfilled the necessary approval procedures. The contents and review procedures are in line with the listing rules, self regulatory guidelines No. 2 The company's measures for the administration of raised funds and other relevant documents are legal and effective; It is conducive to improving the use efficiency of the raised funds, reducing the financial cost, and will not have an adverse impact on the normal operation of the company. There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company, especially the rights and interests of minority shareholders.
Therefore, we agree to the closing of the company's investment projects with raised funds, and permanently supplement the working capital with the surplus raised funds. And agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties
In accordance with the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee of listed companies and other relevant laws and regulations, as well as the relevant provisions of the articles of association, we After checking the actual controller and other related parties' occupation of the company's funds and the company's external guarantee, we believe that:
(1) During the reporting period, there was no non operational occupation of the company's funds by the controlling shareholders, actual controllers and other related parties, and there was no illegal occupation of the company's funds by the controlling shareholders, actual controllers and other related parties that occurred in previous years but continued to the reporting period.
(2) During the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties, any legal entity or individual.
5. Independent opinions on the company's 2021 profit distribution plan and the plan of converting reserve fund into share capital
After review, we believe that the company's 2021 profit distribution plan and the plan for converting provident fund into share capital match the company's performance growth, meet the needs of the company's actual business and future development, and have legitimacy, compliance and rationality. We unanimously agreed to the plan for profit distribution and conversion of provident fund into share capital in 2021, and agreed that the board of directors would submit the plan to the general meeting of shareholders of the company for deliberation.
6. Independent opinion on the renewal of the company's audit institution in 2022
After audit, we believe that Tianjian Certified Public Accountants (special general partnership) has completed the audit of the company in 2021 in strict accordance with the requirements of relevant laws and regulations, and the audit report issued for the company objectively and fairly reflects the financial status and operating results of the company. The decision-making procedure of the company's re employment of the audit institution in 2022 complies with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
7. Independent opinions on the remuneration scheme of directors and senior managers of the company in 2022
After review, we believe that the remuneration plan for directors and senior executives of the company in 2022 complies with the provisions of relevant laws and regulations, normative documents, articles of association and other internal systems, conforms to the actual situation of the company, and is conducive to encouraging senior executives to serve the company wholeheartedly and create greater benefits for shareholders, without damaging the interests of the company and shareholders, We agree to this matter and agree to submit this remuneration plan to the 2021 annual general meeting of shareholders for deliberation.
8. Independent opinions on the estimated amount of daily connected transactions in 2022
After review, we believe that the voting procedures of the board of directors of the company are legal and compliant, and comply with the relevant provisions of the regulatory authorities and relevant laws and regulations; The pricing of this related party transaction follows the principles of marketization and fairness. The transaction price is fair and reasonable. Its implementation meets the development needs of the company and the interests of the company and shareholders, and there is no damage to the interests of the company and shareholders. We agree to this matter and agree to submit the expected daily related party transactions in 2022 to the 2021 general meeting of shareholders for deliberation.
8. Independent opinions on the application for comprehensive credit line by the company and its subsidiaries
After review, we believe that the application of the company for comprehensive credit line from financial institutions is in line with the actual situation of the company, which is conducive to supporting the development of the company, does not harm the interests of minority shareholders, and will not have an adverse impact on the operation of the company. Therefore, we agree to the application of the company and its subsidiaries for comprehensive credit line. And agreed to submit the matter to the general meeting of shareholders for deliberation.
9. Independent opinions on by election of directors and appointment of senior managers of the company
After review, we believe that this nomination and appointment is based on a full understanding of the candidate's educational background, professional experience and professional quality. The candidate has the qualification and ability to hold relevant positions, has the professional knowledge required to perform his duties, has good professional ethics and personal morality, and is competent for the responsibilities of the corresponding post.
We agree to elect Mr. Zhu Xudong as the director of the 5th board of directors of the company, appoint Mr. Zhu Xudong and Mr. He Dongsheng as the deputy general manager and Mr. Wang Zhenhua as the chief engineer of the company, and agree to submit the proposal of by election of directors to the 2021 annual general meeting of shareholders of the company for deliberation.
(there is no text below, which is the signature page of the independent opinions of Sinomag Technology Co.Ltd(300835) independent directors on relevant matters of the 14th meeting of the 5th board of directors)
independent director:
Zuo Yi, Cao ruiguo, Chen jiemiao
March 14, 2022
