Dalian Demaishi Precision Technology Co.Ltd(301007)
Independent directors’ opinions on the third meeting of the third board of directors
Independent opinions on relevant matters
Dalian Demaishi Precision Technology Co.Ltd(301007) (hereinafter referred to as “the company”) held the third meeting of the third board of directors on March 15, 2022, As an independent director of the company in accordance with the relevant provisions of the company law, the guiding opinions on the establishment of an independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association and the company’s working system for independent directors, Based on the principle of prudence and independent judgment, we express the following independent opinions on the relevant matters considered by the board of directors:
1、 Proposal on reappointment of the company’s audit institution in 2022
After verification, Dahua Certified Public Accountants (special general partnership) is qualified for securities practice, adheres to the principle of independent audit in the process of practice, and can issue various professional reports for the company on time, and the contents of the reports are objective and fair.
Agree to continue to appoint Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit this proposal to the company’s 2021 annual general meeting for deliberation.
2、 Proposal on profit distribution plan in 2021
After review, The profit distribution plan of the company complies with the company law, accounting standards for business enterprises, notice of China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies, regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, articles of association and three-year dividend return plan after listing The relevant provisions on profit distribution and the relevant commitments of the company comprehensively consider the return of shareholders, the actual operation and long-term development of the company, which is conducive to better safeguard the long-term interests of the company and shareholders, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
Agree to the company’s profit distribution plan for 2021 and submit the plan to the company’s 2021 annual general meeting for deliberation.
3、 The proposal on the special report on the deposit and use of raised funds in 2021 is verified that the deposit and use of raised funds of the company in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies.
During the reporting period, the company did not have any irregularities in the deposit and use of raised funds, nor did it change or change the investment direction of raised funds in a disguised form and damage the interests of shareholders; The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete without false records, misleading statements and major omissions.
Agree with the proposal put forward by the board of directors.
4、 Proposal on internal control evaluation report in 2021
The company’s internal control system complies with relevant laws, regulations and the provisions of the securities regulatory authorities, as well as the actual situation of the company’s current production and operation, so as to effectively ensure the normal operation and management of the company. The company’s internal control over related party transactions, external guarantees, major investments, information disclosure and other aspects is strict, sufficient and effective, and all business activities of the company are carried out in accordance with the provisions of relevant systems.
Agree with the proposal put forward by the board of directors.
5、 Proposal on the application of the company and its wholly-owned subsidiaries to financial institutions for credit line, guarantee and related party transactions in 2022
After review, In 2022, the contents and decision-making procedures of the company and its subsidiaries applying for credit line and guarantee from the bank comply with the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the guidelines for supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantee of listed companies The requirements of relevant laws, regulations and systems such as the Shenzhen Stock Exchange GEM Listing Rules and the articles of association. The guaranteed company operates well, its financial situation is stable, and its financial risks are within the scope of effective control. The guarantor provides joint and several liability guarantee free of charge, which will not damage the interests of the company and shareholders, especially small and medium-sized shareholders. The related directors have avoided voting.
Agree with the proposal put forward by the board of directors.
6、 Proposal on the remuneration of directors, supervisors and senior managers of the company
The remuneration scheme of the company’s directors, supervisors and senior managers is in line with the company’s actual operation and industry remuneration level, and the remuneration is reasonable. The review procedure complies with the provisions of the articles of association and relevant laws and regulations, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Agree to the proposal and submit it to the 2021 annual general meeting of shareholders of the company for deliberation. 7、 Proposal on Amending the articles of Association
The revised articles of association complies with relevant laws, regulations, normative documents and relevant requirements of regulatory authorities, does not affect the independence of the company, and does not damage the interests of the company and its shareholders, especially the minority shareholders of the company.
Agree to the proposal proposed by the board of directors and submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
After verification, The contents of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the issuance of shares to specific objects through simple procedures comply with the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange And other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The procedures are legal and effective. This matter is conducive to the sustainable development of the company and does not harm the interests of the company and shareholders, especially the interests of minority shareholders.
We agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Proposal on adjusting the proposed investment amount of the investment project with raised funds
The adjustment of the proposed investment amount of the investment project with raised funds is a reasonable adjustment made by the company after careful study according to the actual situation. The adjustment items have fulfilled the necessary procedures and comply with the relevant laws, regulations, normative documents and relevant requirements of regulatory authorities. There is no change in the investment direction and purpose of the raised funds and damage to the interests of shareholders, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of small and medium-sized shareholders.
It is agreed to adjust the total investment of the raised investment project and the investment amount of the raised funds, and it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for approval before implementation.
10、 Independent opinions on the capital occupation of the company’s controlling shareholders and other related parties in 2021 and the company’s external guarantee
After verification, during the reporting period, the company strictly abided by the relevant provisions of national laws, regulations, rules and regulations, and there was no illegal occupation of the company’s funds by the controlling shareholders and other related parties, and there was no occupation of the company’s funds by the controlling shareholders and other related parties in the previous year and continued to the reporting period. No damage to shareholders’ rights and interests, especially the rights and interests of minority shareholders, has been found.
During the reporting period, the company did not provide guarantees for the company’s controlling shareholders, other related parties and natural persons, and there was no violation of guarantees, and there was no damage to the interests of the company’s shareholders and minority shareholders.
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(there is no text on this page, which is the signature page of Dalian Demaishi Precision Technology Co.Ltd(301007) independent director’s independent opinions on matters related to the third meeting of the third board of directors) signature of independent director:
Gao Wenxiao, Ma Jincheng
Zhang Xue, Zhou Ying
Dalian Demaishi Precision Technology Co.Ltd(301007) March 15, 2022
