Guanglian Aviation Industry Co.Ltd(300900) independent directors
Independent opinions on matters related to the second meeting of the third board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of Association), Guanglian Aviation Industry Co.Ltd(300900) independent director working system and other relevant provisions, As an independent director of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), after consulting the relevant materials and understanding the relevant situation provided by the company and based on the position of independent judgment, we express the following independent opinions on the relevant bills considered at the second meeting of the third board of directors (hereinafter referred to as the board of directors):
1、 Independent opinions on the company’s 2021 annual financial statement report
After verification, we believe that the final account report truly reflects the assets and operating conditions of the company. The final account report is consistent with the audit report and the situation we have. For the proposal, we unanimously agree with the financial final account report and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s 2021 profit distribution plan
After verification, we believe that the profit distribution plan meets the requirements of relevant laws, regulations and the articles of association, does not damage the interests of shareholders, especially small and medium-sized shareholders, conforms to the current actual situation of the company, and is conducive to the sustainable, stable and healthy development of the company.
We unanimously agree to this profit distribution plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the 2021 internal control self evaluation report of the company
After verification, we believe that the company has established a relatively perfect internal control system, and all internal control systems comply with relevant national laws, regulations and the provisions and requirements of regulatory authorities, and can be effectively implemented to ensure the orderly development of the company’s production, operation and management activities. We believe that the self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
We unanimously agreed to pass the company’s 2021 internal control self-evaluation report and submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
4、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
After verification, we believe that the company manages the special account for raised funds in strict accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the company’s management system for raised funds, and the deposit and use of raised funds are legal and compliant; The contents of the special report on the deposit and use of the company’s raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions.
We unanimously agreed to pass the special report on the deposit and actual use of the company’s raised funds in 2021, and submit this proposal to the company’s 2021 annual general meeting for deliberation.
5、 Independent opinion on the proposal on continuing to employ Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control in 2022
After verification, we believe that Tianzhi international has the qualification of securities related business, sufficient independence, professional competence and investor protection ability. Since the Institute has a good sense of service, professional ethics and ability to perform its duties, it can effectively ensure the quality of the company’s audit work, help protect the interests of the company and other shareholders, especially minority shareholders, and the renewal procedure is legal and compliant.
We agreed to continue to employ Tianzhi International Certified Public Accountants (special general partnership) as the audit institution for the company’s financial report and internal control in 2022, and submit this proposal to the company’s 2022 annual general meeting for deliberation.
6、 Independent opinions on the proposal on the change of the company’s accounting policies
After verification, this accounting policy change is a reasonable change made by the company in accordance with the requirements of relevant documents of the Ministry of finance, in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. The review and voting procedures of this accounting policy change comply with the provisions of relevant laws, regulations and normative documents.
We agree on matters related to the change of accounting policies of the company.
7、 Independent opinions on the proposal on the occupation of funds by controlling shareholders and other related parties and the company’s external guarantee in 2021
After verification, we believe that in 2021, the controlling shareholders, actual controllers and other related parties strictly complied with the relevant provisions of the CSRC, and there was no illegal occupation of the company’s funds, no occupation of the company’s funds extending to the reporting period in the previous period, let alone non operational occupation of the company’s funds. In 2021, the company did not have any illegal guarantee, nor did it provide guarantee for the controlling shareholder of the company, its affiliates, any unincorporated unit or individual, nor did it have any guarantee extended to the reporting period in the previous period.
We unanimously agreed to pass the proposal on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company in 2021.
8、 Independent opinions on the proposal on the remuneration scheme of directors and supervisors of the company in 2022
After verification, we believe that the company’s remuneration plan for directors and supervisors in 2022 is reasonable, which can further standardize the performance appraisal and remuneration management of directors, supervisors and senior managers, encourage and restrict directors, supervisors and senior managers to work diligently, promote the benefit growth and sustainable development of the company, and comply with the provisions of relevant laws, administrative regulations, departmental rules and normative documents. We unanimously agreed to adopt the remuneration plan for directors and supervisors of the company in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
9、 Independent opinions on the proposal on the remuneration scheme for senior managers of the company in 2022
After verification, we believe that the compensation scheme for senior managers of the company in 2022 is reasonable, which can further standardize the performance appraisal and compensation management of senior managers, encourage and restrict senior managers to work diligently, promote the benefit growth and sustainable development of the company, and comply with the provisions of relevant laws, administrative regulations, departmental rules and normative documents.
We unanimously agreed to adopt the compensation plan for senior managers of the company in 2022.
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Yang Jian, Liu Yutao, Wang Yong
March 18, 2022
