Shenzhen Yitoa Intelligent Control Co.Ltd(300131) independent director
Independent opinions on matters related to the 14th meeting of the 5th board of directors
As an independent director of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as the “company”) in accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market and other laws, regulations and normative documents, as well as the relevant provisions of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) articles of association and Shenzhen Yitoa Intelligent Control Co.Ltd(300131) working system for independent directors, In a serious and responsible attitude, based on the independent, prudent and objective position, we reviewed the proposal of the 14th meeting of the 5th board of directors of the company and expressed the following independent opinions on relevant matters:
1、 Independent opinions on 2021 profit distribution plan
As the undistributed profit of the parent company in 2021 is -1614451 million yuan, and considering the capital demand of the company’s future business transformation, the company plans to distribute the profit in 2021 as follows: no cash dividends, no bonus shares, and no conversion of provident fund into share capital.
We believe that the company’s profit distribution plan for 2021 fully considers the actual operation, capital situation, business development needs and other factors of the company, meets the relevant requirements of the articles of association and relevant laws and regulations on profit distribution, is conducive to the sustainable, stable and healthy development of the company, and does not damage the interests of the company’s shareholders, especially small and medium-sized shareholders. The approval procedures are legal and compliant, and the company agrees to submit the 2021 profit distribution plan to the 2021 annual general meeting of shareholders for deliberation.
2、 Independent opinions on the appointment of the head of the company’s internal audit and supervision department
The 14th meeting of the 5th board of directors of the company deliberated and approved the proposal on appointing the person in charge of the internal audit and supervision department of the company. It is proposed to employ Mr. He Zhigang as the person in charge of the internal audit and supervision department of the company. The term of office starts from the date of deliberation and approval of the 5th board of directors to the expiration of the term of office of the 5th board of directors.
We believe that after understanding the candidate’s educational background, work experience and professional ability, Mr. He Zhigang is familiar with the relevant laws and regulations and internal control management system of listed companies, works diligently and conscientiously, and has the working conditions suitable for his exercise of power, There are no circumstances stipulated in the company law, the guidelines for self regulation and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association that they are not allowed to serve as directors, supervisors and senior managers of the company, there are no circumstances that they are dishonest Executees, and there are no circumstances that they are determined to be prohibited from entering the market by the CSRC and have not been lifted, Nor has it received any punishment or punishment from the CSRC and Shenzhen Stock Exchange. We are the same
3、 Independent opinions on capital occupation and external guarantee of related parties of the company in 2021
In accordance with the provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, we have carefully understood and verified the funds occupied by the controlling shareholders, actual controllers and other related parties and the external guarantees of the company during the reporting period, and express the following independent opinions:
1. During the reporting period, the company did not occupy the company’s funds in violation of regulations by controlling shareholders and other related parties, nor did it occupy the company’s funds in disguised form in other ways.
2. During the reporting period, the company did not provide guarantees for shareholders, actual controllers and their related parties. Due to capital and business needs, the company provides guarantees for many of its subsidiaries and grandchildren. The financial risks of the company providing guarantees for the above-mentioned subsidiaries and grandchildren are within the company’s control. The external guarantees comply with the company law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other relevant provisions, and there is no violation of external guarantees.
As of the date of issuance of this opinion, the total amount of external guarantees (including guarantees for subsidiaries within the scope of consolidated statements) of the company and its subsidiaries amounted to 1.444 billion yuan, the actual guarantee balance was 564 million yuan, the total amount of guarantees for entities outside the scope of consolidated statements was 30 million yuan, and the total amount and balance of external guarantees of the company accounted for 97.20% and 37.97% of the net assets attributable to shareholders of Listed Companies in the latest audit respectively. Except that the bank loan of Qingdao Yingtang Supply Chain Management Co., Ltd., the main body within the scope of the original consolidated statements, is overdue, the company has fulfilled the guarantee liability and there is still 30 million guarantee that has not been terminated, the company and its holding subsidiaries have no overdue external guarantee. The company has filed a lawsuit against the above-mentioned matters related to guarantee liability.
4、 Independent opinion on self-evaluation report of internal control in 2021
The self-evaluation report of the company’s internal control comprehensively, truly and objectively reflects the construction, operation and supervision of the company’s internal control system. During the reporting period, the company supplemented and improved the internal control system, and the rectification plan formulated by the company according to the opinions of Shenzhen Securities Regulatory Bureau on special inspection activities such as corporate governance has strong pertinence and operability, which is conducive to improving the internal control and governance environment, enhancing the internal control and Governance ability and promoting the sustainable and healthy development of the company.
5、 Independent opinions on applying for financing quota and providing guarantee from banks and non bank financial institutions in 2022
The 14th meeting of the 5th board of directors of the company deliberated and adopted the proposal on applying for financing quota and providing guarantee from banks and non bank financial institutions in 2022. The company and its subsidiaries intend to apply to banks and non bank financial institutions (including financial service institutions) for a new comprehensive financing line with a total amount of no more than RMB 3.1 billion (or equivalent foreign currency) (financing methods include but are not limited to credit, loan, factoring, letter of credit, commercial bill, China foreign letter of guarantee and trade financing, supply chain financing, etc.), The validity period of the financing line is from the date of deliberation and approval of the company’s annual general meeting in 2021 to the date of holding the annual general meeting in 2022. The deadline of the financing and related agreements signed and performed during this period is to provide guarantee for the debts incurred by both parties (including but not limited to guarantee, mortgage, pledge, etc.), and the total amount of guarantee shall not exceed RMB 3.1 billion (or equivalent foreign currency). Where a guarantee is provided to a subordinate holding company, the minority shareholders of the subordinate holding company shall, in principle, provide equal proportion guarantee or counter guarantee according to the shareholding ratio.
The company plans to propose to the general meeting of shareholders that the legal representative of the company or the authorized agent designated by the legal representative shall be authorized to represent the company within the amount approved by the general meeting of shareholders, and the actual loan and corresponding guarantee amount can be adjusted from time to time according to the negotiation with banks and non bank financial institutions, And sign relevant legal documents. Authorization period: from the date of deliberation and approval at the 2021 annual general meeting to the date of convening the 2022 annual general meeting.
We believe that: the guarantee objects are all companies within the scope of the company’s merger, with overall good operating conditions and low debt repayment risk. The guarantee provided by the company or its subsidiaries within the scope of merger will not affect the interests of the company.
The purpose of this guarantee is to meet the working capital needs of the company’s business entities in daily production and operation, which is conducive to the long-term development of the company. The decision-making of this guarantee is in line with the provisions of relevant laws and regulations, and there is no behavior damaging the interests of the company and shareholders. We agree that the company applies for financing and provides guarantee for the above-mentioned company, and request the board of directors to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on providing guarantee for accounts payable of subsidiaries
After reviewing the relevant proposals, we believe that the guarantee objects are Shenzhen huashanglong, Shanghai Yusheng, huashanglong technology, Beijing beishanglong and Xiamen huashanglong, the wholly-owned subsidiaries of the company, and the counterparty involved in the guarantee has a long-term partnership with the company and its subsidiaries, so the overall risk of providing guarantee for accounts payable arising from the normal business activities of purchased goods involved in the guarantee is small, The overall financial risk is within the controllable range of the company, and there is no violation of the relevant provisions of the CSRC and the measures for the administration of external guarantees of the company. At the same time, this guarantee can help the above-mentioned wholly-owned subsidiaries of the company obtain higher credit line and longer accounting period, so as to reduce the company’s financial expenses and better carry out business, which is conducive to the long-term development of the company. In conclusion, we agree that the company will submit the guarantee to the general meeting of shareholders for deliberation.
7、 Independent opinions on the daily connected transaction plan in 2022
After reviewing the relevant proposals, we believe that the company’s daily related party transactions are needed for the company’s daily production and operation. They are priced according to the market price, in line with the principle of “fairness, impartiality and fairness”, in line with the provisions of relevant laws and regulations and the articles of Association, and in line with the interests of the company and all shareholders. The related parties have followed the principle of fair and standardized treatment, and there is no behavior damaging the interests of minority shareholders of the company. We unanimously agreed on the company’s daily connected transaction plan for 2022 and submitted the matter to the general meeting of shareholders for deliberation.
8、 Independent opinions on the proposed withdrawal of 2021 Award Fund
After review, the independent directors believe that: according to the audit confirmation of China audit Zhonghuan Certified Public Accountants (special general partnership) and in combination with the accrual method of the measures for the administration of incentive funds, RMB 1.8461 million of incentive funds can be accrued if the performance meets the withdrawal conditions in 2021. However, considering the capital needs of the current company’s business transformation and upgrading, in order to ensure the long-term development of the company, it is decided not to withdraw or allocate incentive funds in 2021, It is in line with the interests of the company and all shareholders, as well as the long-term interests of the incentive objects of the incentive fund. We agree that the company will not withdraw the 2021 annual incentive fund and submit the matter to the general meeting of shareholders for deliberation.
9、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of shares to specific objects through summary procedures
After examination, the independent directors believe that the contents of the proposal of the board of directors on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of issuing shares to specific objects through simple procedures are in line with the measures for the administration of the registration of securities issuance of companies listed on the gem (for Trial Implementation) and the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange According to the provisions of relevant laws, regulations, normative documents such as the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, the resolution procedure is legal and effective. This time, the general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through simple procedures, which is conducive to the sustainable development of the company and does not damage the interests of minority shareholders. Therefore, we unanimously agree to submit the matters related to the issuance of shares to specific objects through summary procedures to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) independent directors’ independent opinions on relevant matters of the 14th meeting of the 5th board of directors) signature of independent directors:
Gao Haijun, Ren Jie, Wu Bo
March 18, 2022
