Pci Technology Group Co.Ltd(600728) independent directors
Independent opinions on relevant matters of the 11th meeting of the 9th board of directors
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the articles of association, the company’s working system for independent directors and other relevant provisions of the CSRC, as independent directors of Pci Technology Group Co.Ltd(600728) (hereinafter referred to as “the company”), we are responsible for the profit distribution plan, impairment provision, daily related party transactions, internal control report and The renewal of the accounting firm and entrusted financial management and other matters and relevant materials have been reviewed. In a serious and responsible attitude, on the basis of understanding the relevant situation, after careful consideration and based on independent judgment, the independent opinions are as follows:
（1） Independent opinions of independent directors on 2021 profit distribution plan
The profit distribution plan for 2021 proposed by the board of directors of the company: it is proposed to distribute a cash dividend of 0.185 yuan (including tax) for every 10 shares based on the total share capital registered on the date of equity distribution equity registration minus the balance of shares in the company’s special repurchase account, without giving bonus shares or converting provident fund into share capital.
The profit distribution plan fully considers the current development stage and sustainable operation ability of the company, takes into account the long-term development interests of the company and the overall interests of all shareholders, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders; The deliberation and decision-making procedures of the above matters comply with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association.
We agree to the 2021 profit distribution plan proposed by the board of directors of the company and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
（2） Independent opinions of independent directors on the provision for impairment
The provision for impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. Based on the principle of accounting prudence, the basis for provision is sufficient, which can truly and objectively reflect the asset value and financial status of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. The decision-making procedures comply with relevant laws, regulations and the articles of association.
We agree that the company will withdraw the provision for asset impairment this time.
（3） Independent opinions of independent directors on the estimated amount of daily connected transactions in 2022
Due to the needs of normal business development, the company has predicted the daily related party transactions that may occur in 2022. The transactions are the normal sales (providing labor services / services) or purchase (receiving labor services / services) in the production and operation of the company, as well as the normal property leasing of the company. We will continue to pay attention to the pricing method of the company in the related party transactions, and the pricing is objective and fair, so as to ensure that the legitimate interests of the company and shareholders are not damaged, Especially the legitimate interests of minority shareholders. When the board of directors of the company considered the above connected transactions, the connected directors avoided voting, and the voting procedures were in line with the provisions of relevant laws and regulations. To sum up, we agree with the above proposal on connected transactions.
（4） Independent opinions of independent directors on internal control evaluation report in 2021
After carefully reviewing the company’s 2021 annual internal control evaluation report and communicating with the company’s management, we believe that the report can objectively and truly reflect the actual situation of the construction and operation of the company’s internal control system, and no major internal control defects are found. The company has established and effectively implemented a sound internal control system to ensure the orderly development of the company’s business activities and the implementation of the company’s strategic planning and business objectives.
We agree with the contents of the company’s internal control evaluation report in 2021.
（5） Independent opinions of independent directors on the renewal of accounting firm
1. Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) is an accounting firm mainly engaged in the audit business of listed companies. It independently undertakes the business of certified public accountants according to law and has the corresponding professional competence and investor protection ability. Tianzhi international and its relevant auditors meet the independence requirements of relevant laws and regulations and have a good record of integrity.
2. Tianzhi international has rich experience and professional service ability in providing audit services for listed companies for many years, and can better meet the requirements of the company’s audit work.
3. Agree to continue to appoint Tianzhi international as the company’s audit institution in 2022 and submit it to the company’s 2021 annual general meeting for deliberation.
（6） Independent opinions of independent directors on the expected amount of entrusted financial management in 2022
After verification, without affecting the normal operation and ensuring the safety of funds, the company and its subsidiaries use temporarily idle self owned funds of no more than 1.2 billion yuan for entrusted financial management, mainly purchase financial products with low and medium risk, high safety and good liquidity, improve the company’s capital use efficiency and obtain investment return under the premise of controllable risk, and will not have an adverse impact on the company’s normal business activities, There is no situation that damages the interests of shareholders of the company, especially the interests of minority shareholders. The deliberation and decision-making procedures of the above matters comply with the relevant provisions of relevant laws and regulations, and the internal control procedures are sound.
We agree that the company will use idle self owned funds for entrusted financial management in 2022 and submit it to the 2021 annual general meeting of shareholders for deliberation.
（7） Special instructions and independent opinions of independent directors on the company’s accumulated and current external guarantees
1. External guarantee reviewed by the board of directors and the general meeting of shareholders: in 2021, there was no new guarantee amount in the company; As of December 31, 2021, the balance of external guarantee of the company is 0 yuan.
2. Guarantees for subsidiaries reviewed by the board of directors and the general meeting of shareholders: in 2021, the company’s cumulative guarantee amount for subsidiaries was 576708 million yuan, and the guarantee balance was 298025 million yuan as of December 31, 2021. The above guarantees have fulfilled the deliberation procedures of the board of directors and the general meeting of shareholders and comply with the provisions of relevant laws and regulations and the articles of association. By the end of the reporting period, there was no overdue guarantee.
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(there is no text on this page, which is the signature page of Pci Technology Group Co.Ltd(600728) independent director’s independent opinions on matters related to the 11th meeting of the 9th board of directors) signed by the independent director:
Lu Xin, Lai jianhuang, Lu Xiaoming
March 17, 2022
