Changying Xinzhi Technology Co.Ltd(002664) independent director
On relevant matters of the 18th meeting of the 4th board of directors of the company
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the working system of independent directors, the articles of association and other relevant rules and regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), we are independent directors of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as the "company"), Carefully reviewed the relevant matters of the 18th meeting of the 4th board of directors of the company, and based on the position of personal independent judgment, made independent opinions as follows:
1、 Independent opinions on 2021 profit distribution plan
We reviewed the profit distribution plan for 2021. The profit distribution plan for this year is: Based on the total share capital registered on the equity distribution registration date (deducting the number of shares in the special account for share repurchase), we will distribute cash dividends of 0.6 yuan (including tax) to all shareholders for every 10 shares, and it is expected to distribute cash dividends of 2423280000 yuan. The actual amount of distribution shall be subject to the announcement on the implementation of equity distribution issued by the company. The remaining undistributed profits are carried forward to the next year, and the capital reserve is not converted into share capital or bonus shares this time. The company's 2021 profit distribution plan complies with the provisions of the articles of association, and the decision-making mechanism and deliberation procedures comply with the articles of association and relevant laws and regulations. We agree to the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinion on self-evaluation report of internal control in 2021
According to the basic norms of enterprise internal control, the supporting guidelines for enterprise internal control and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 - General Provisions on annual internal control evaluation report and other relevant documents, after carefully reviewing the company's 2021 internal control evaluation report, we believe that the company's internal control system meets the requirements of relevant laws and regulations of China and the securities regulatory authorities, It also meets the needs of the current actual situation of the company's production and operation. The company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism. The company's internal control system is relatively perfect, covering the company's operation links. The key control system is sound and plays a leading role in operation. There are no obvious weak links and major and important defects in the company's internal control system. The company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the establishment and operation of the company's internal control system. We agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Special instructions and independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties
In accordance with the relevant provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, we have carefully examined the capital occupation and external guarantee of the company's controlling shareholders and other related parties, After examination, the company made special explanations and issued independent opinions as follows: 1. The company did not occupy the company's funds by controlling shareholders and other related parties in violation of regulations;
2. There is no guarantee provided for controlling shareholders and other related parties, any unincorporated unit or individual, and there is no external guarantee in any form. The cumulative and current external guarantee amount of the company is zero.
We believe that the company has strictly followed the articles of association, the Listing Rules of Shenzhen Stock Exchange and other provisions to prevent the occupation of funds by related parties, standardize the external guarantee behavior, control the external guarantee risk, and did not damage the interests of the company's shareholders.
4、 Independent opinions on the renewal of accounting firm
After verification, given that Dahua Certified Public Accountants (special general partnership) and its relevant audit members have securities qualification, they can engage in the audit of financial statements and other matters in accordance with the requirements of the auditing standards for Chinese certified public accountants, have sufficient independence, professional competence and investor protection ability, and issue independent, objective and fair professional reports for the company. In order to maintain the continuity and stability of the company's audit work, the audit committee of the board of directors of the company proposes to renew the appointment of Dahua Certified Public Accountants (special general partnership) after the expiration of the original audit service agreement, which is conducive to ensuring the quality of the audit work of the listed company and safeguarding the interests of the listed company and all shareholders, especially the interests of minority shareholders. The review procedure of the renewed audit institution complies with the provisions of relevant laws and regulations, agrees to continue to hire Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agrees to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on applying to the bank for comprehensive credit line in 2022
In order to meet the needs of the company's operation, management and development and broaden financing channels, the company (including its subsidiaries included in the scope of the company's consolidated statements) plans to apply to relevant banks for a comprehensive credit line of no more than 3800 million yuan in 2022, and the credit line actually approved by each bank shall prevail. It is conducive to the sustained and stable development of the company (including its subsidiaries included in the scope of the company's consolidated statements), improve the overall profitability of the company, the normal production and operation of the company, have sufficient solvency, and the company has formulated strict approval authority and procedures, which can effectively prevent risks, It is agreed that the company (including its subsidiaries included in the scope of the company's consolidated statements) apply to relevant banks for a comprehensive credit line of no more than 3800 million yuan, and agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the guarantee provided by the company for subsidiaries
In order to support the operation and development needs of the company's subsidiaries and solve the financing and financing problems of the subsidiaries, the company plans to provide bank credit guarantee of no more than 460 million yuan for the subsidiaries in 2022, including 70 million yuan for Xinzhi motor (Changsha) Co., Ltd. and 230 million yuan for Zhejiang Xinge refrigeration equipment Technology Co., Ltd, The amount of guarantee provided for Taizhou Xinzhi material supply Co., Ltd. is 50 million yuan, and the amount of guarantee provided for Zhejiang Dahang Technology Co., Ltd. is 11 million yuan. The company has fulfilled the necessary decision-making procedures for its guarantee, which is in line with the relevant provisions of laws, regulations and the articles of association, is conducive to the normal development of the business of the subsidiary, there is no damage to the interests of the company and shareholders, and the guarantee risk is controllable. Therefore, we agree that the company provides the above guarantee for each subsidiary and agree to submit the transaction to the general meeting of shareholders of the company for deliberation. 7、 Independent opinions on the company's use of its own idle funds to purchase bank short-term financial products
At present, the company (including subsidiaries included in the company's consolidated statements) operates well and has a stable financial situation. In order to improve the use efficiency of its own idle funds (including subsidiaries included in the company's consolidated statements), on the basis of ensuring the normal operation and capital safety of the company, the company uses its own idle funds to invest in bank financial products with high security, medium and low risk and non breakeven floating, so as to increase the investment income of the company, It is in line with the interests of the company and does not damage the interests of the company and all shareholders, especially minority shareholders.
To sum up, we agree that the company (including its subsidiaries included in the scope of the company's consolidated statements) uses its own idle funds of no more than 300 million yuan to purchase the investment of medium and low-risk non breakeven floating bank financial products. The issuer of financial products must be a qualified financial institution registered in China.
If the company purchases principal guaranteed short-term financial products of financial institutions other than commercial banks within this limit, the company will also submit them to the general meeting of shareholders for deliberation.
8、 Independent opinions on the expected daily related party transactions of the company in 2022
In the leasing related party transaction between the company and the related party Taizhou Hengzhi new materials Co., Ltd., the transaction price follows the principles of openness, fairness and impartiality. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, comply with the interests of the listed company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non associated shareholders. We agree to this connected transaction and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on carrying out forward foreign exchange settlement business in 2022
The company's long-term foreign exchange settlement business is based on the specific business operation, and the bank's long-term foreign exchange settlement products are used to lock the transaction costs or benefits at the future time point, so as to realize the asset preservation for the purpose of avoiding risks. This business can adapt to the fluctuations of the foreign exchange market and avoid the continuous impact of the exchange rate on the company's operating interests, which is in line with the needs of the company's actual operation and development, as well as the relevant national laws Relevant provisions of laws and regulations and the articles of association. The company has formulated a management system for the long-term foreign exchange settlement business. The risk is controllable and will not have an adverse impact on the normal operation and business development of the company. The decision-making procedure of this matter is legal and effective, and there is no situation that damages the interests of the company and all shareholders. To sum up, we agree that the company will carry out forward foreign exchange settlement business within the range of no more than 40 million US dollars and 30 million euros.
10、 Independent opinions on adjusting the list of incentive objects and the number of granted rights and interests of the stock option incentive plan in 2022
The company's adjustment of the list of incentive objects and the number of granted rights and interests of the 2022 stock option incentive plan complies with the requirements of the administrative measures for equity incentive of listed companies, the company's 2022 stock option incentive plan and relevant laws and regulations. The adjustment procedure is legal and compliant, and there is no damage to the interests of the listed company and all shareholders. Therefore, we unanimously agree that the company will adjust the relevant matters of the 2022 stock option incentive plan. 11、 Independent opinions on granting stock options to incentive objects
1. The board of directors determined that the grant date of this incentive plan of the company is March 16, 2022, which complies with the relevant provisions on the grant date in the measures for the administration of equity incentive of listed companies and the Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan (Draft). At the same time, the conditions for the incentive object to be granted rights and interests set in this stock option incentive plan of the company have also been met.
2. The incentive object determined by the company's stock option incentive plan does not have the situation of prohibiting the grant of equity incentive specified in the administrative measures for equity incentive of listed companies, and the subject qualification of the incentive object is legal and effective. 3. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects. 4. The implementation of stock option and equity incentive plan by the company will help the company further improve the corporate governance structure, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm of directors, middle and senior managers and core technology (business) backbone of the company (including consolidated statement subsidiaries), and effectively combine the interests of shareholders, the interests of the company and the personal interests of managers, Make all parties concerned about the long-term development of the company.
In conclusion, we unanimously agree that the grant date of the company's stock option incentive plan is March 16, 2022, and agree to grant 5.975 million stock options to 124 incentive objects who meet the grant conditions.
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independent director:
Wang Hongyang, Zhang Yong, Zhou Yuejiang
Changying Xinzhi Technology Co.Ltd(002664)
March 16, 2022
