Independent opinions on relevant matters of the 11th meeting of the third board of directors of the company
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent directors
Independent opinions on relevant matters of the 11th meeting of the third board of directors of the company
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) (hereinafter referred to as “the company”) the 11th meeting of the third board of directors was held in the company’s conference room on March 14, 2022. We attended the meeting as independent directors of the company. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the Guangdong Dcenti Auto-Parts Stock Limited Company(603335) articles of association, working rules for independent directors of the company and other relevant provisions, and with the attitude of being responsible to the company, all shareholders and investors, We hereby express the following independent opinions on the relevant matters considered at this meeting:
1、 Proposal on 2021 profit distribution plan
The company’s profit distribution plan for 2021 combines giving shareholders reasonable cash dividend return with maintaining the company’s production and operation, which is in line with the current actual situation of the company, fully considers the company’s current operating performance and strategic needs, takes into account the immediate and long-term interests of shareholders, is conducive to the sustainable, stable and healthy development of the company, and is in line with the articles of association The relevant provisions of the CSRC and Shanghai Stock Exchange on cash dividends of listed companies do not harm the interests of the company and shareholders. It is agreed that this proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation after being reviewed and approved by the board of directors.
2、 Proposal on re employment of accounting firm
The company plans to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022 for one year, including the audit of the company and its subsidiaries.
We believe that Rongcheng Certified Public Accountants (special general partnership) is qualified to engage in the audit related to securities and futures business, has the experience and ability to provide audit services for listed companies, and can meet the work needs of the company’s financial audit and internal audit; The review and voting procedures of the company’s renewed appointment of accounting firm comply with the provisions of relevant laws, regulations and the articles of Association; We agreed to continue to employ him as the company’s financial and internal control audit institution in 2022, and the proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Proposal on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 and the remuneration scheme of directors and supervisors in 2022
We believe that the remuneration plan of the company’s directors, supervisors and senior managers is formulated according to the remuneration level of the company’s industry and scale, combined with the actual operation of the company, and the remuneration payment procedure is in line with relevant laws and regulations
Independent opinions on relevant matters of the 11th meeting of the third board of directors of the company
In accordance with laws, regulations and the articles of association, there is no situation that damages the interests of the company and investors. It is unanimously agreed that the proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Proposal on internal control evaluation report in 2021
We believe that the company has established a relatively complete internal control management system, and all internal control systems comply with the requirements of relevant national laws, regulations and regulatory authorities, and are effectively implemented to ensure the normal operation and management of the company. The internal control evaluation report of the company in 2021 truly, accurately and comprehensively reflects the actual situation of the company’s internal control.
5、 Proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
We believe that when the board of directors of the company voted on the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022, the connected directors of the company withdrew. The voting procedures of the meeting shall comply with the provisions of relevant laws, regulations and rules, the articles of association and the management system of connected transactions. The related party transactions between the company and related parties are based on the needs of the company’s normal production and operation. The pricing of the transactions follows the principles of openness, fairness and impartiality, and is priced with reference to the market price. The transaction price is reasonable and fair; The above-mentioned daily related party transactions did not lead to significant dependence of the company’s main business on related parties and did not adversely affect the independence of the company; The contents of relevant related party transaction contracts / agreements comply with business practices and relevant policies, and the decision-making procedures are legal and effective without harming the interests of the company and non related shareholders.
We agree with the voting results of the board of directors on the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. The proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval, and the related shareholders interested in the proposal will avoid voting on the proposal.
6、 Proposal on the provision for asset impairment
After reviewing the relevant materials, it is believed that the provision for asset impairment this time is in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. The provision for asset impairment this time is based on the principle of prudent accounting, which can more objectively and fairly reflect the financial status and operating results of the company. The relevant review procedures are in line with the provisions of laws and regulations and the articles of association of the company, There is no situation that damages the interests of the company and shareholders, especially minority shareholders, and it is agreed to withdraw the provision for asset impairment this time.
7、 Special report on the deposit and use of the company’s raised funds in 2021
In 2021, the company strictly managed the raised funds in accordance with the provisions of the company’s raised funds management system,
Independent opinions on relevant matters of the 11th meeting of the third board of directors of the company
The use of raised funds has fulfilled the corresponding decision-making procedures. The deposit and use of the company’s raised funds comply with the relevant provisions of the CSRC, Shanghai Stock Exchange and the company. There is no illegal use of the raised funds, and there is no damage to the legitimate rights and interests of the company and its shareholders, especially minority shareholders. We agree to the special report on the deposit and actual use of the company’s raised funds in 2021.
8、 Proposal on providing guarantee and related party transactions to holding subsidiaries
The object of this guarantee is the holding subsidiary of the company. The risk of providing guarantee is controllable, which is conducive to the rapid development of Guangdong Weima business, the holding subsidiary of the company, and in line with the interests of the shareholders of the company. When the board of directors deliberates the related party transaction, the voting procedures comply with the provisions of relevant laws, regulations and the articles of association. We all agree on this.
9、 Proposal on using self owned funds for securities investment
On the premise of ensuring daily operation and controlling risks, the company follows the principle of “standardized operation, risk prevention and capital safety”, and makes rational use of its own funds for securities investment, which is conducive to improving the efficiency of capital use, will not affect the normal development of its main business, will not affect the company’s capital turnover, and will not involve the use of raised funds. The voting procedure of this matter complies with the requirements of relevant laws and regulations, and has fulfilled the necessary approval procedures, which is in line with the long-term development of the company and the interests of the company’s shareholders. All independent directors agree to the arrangement of this matter.
Independent directors: Chen Jinjun, sun Hongbiao, Jiang Libiao March 14, 2022
