Beijing Const Instruments Technology Inc(300445)
Independent opinions of independent directors on relevant matters of the 13th meeting of the 5th board of directors
In accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies of China Securities Regulatory Commission and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s articles of association and independent director system, as independent directors of the company, based on independent judgment, After carefully reading the relevant materials, we hereby express the following independent opinions on the relevant matters considered at the 13th meeting of the Fifth Board of directors of the company: I. independent opinions on the profit distribution plan of the company in 2021
After verification, we believe that the profit distribution plan for 2021 proposed by the company is in line with the current actual situation of the company and the long-term interests of all shareholders, which is conducive to the sustainable, stable and healthy development of the company; The company strictly controls the scope of insiders and takes strict confidentiality measures. There is no violation of laws, regulations and the articles of association, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders.
We agree to the proposal and submit it to the general meeting of shareholders of the company for deliberation. 2、 Prior approval and independent opinions on the company’s continued engagement of audit institutions
After verification, we believe that: after verification, YONGTUO Certified Public Accountants (special general partnership) has the qualification of securities related business audit and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution in 2021, he strictly followed the laws, regulations and relevant policies on financial audit such as the independent audit standards for Chinese certified public accountants, and was diligent and responsible, in accordance with the independent, objective, fair and In accordance with the practice standards of integrity, the company has fairly and reasonably issued audit opinions, has the ability to protect investors, and the audit report issued can fairly and truly reflect the company’s financial status and operating results. Therefore, it is agreed to continue to appoint YONGTUO Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
We agree to the proposal and submit it to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the remuneration plan of the company’s directors in 2022
After verification, we believe that the remuneration of the company’s directors is formulated in strict accordance with the requirements of relevant laws, administrative regulations, normative documents and relevant systems of the company according to the size and remuneration level of other companies in the industry in which the company is located, combined with the actual operation of the company, which is conducive to strengthening the diligence of directors and the sustainable, stable and healthy development of the company.
We agree to the plan and submit it to the general meeting of shareholders of the company for deliberation. 4、 Independent opinions on the 2022 salary plan of the company’s senior managers
After verification, we believe that the remuneration of the company’s senior managers is determined in strict accordance with the requirements of relevant laws, administrative regulations, normative documents and relevant systems of the company according to the size and salary level of other companies in the industry in which the company is located, combined with the actual operation of the company, which is conducive to strengthening the diligence of senior managers and improving the operating efficiency of the company. We agree to the plan. 5、 Independent opinions on the deposit and actual use of the company’s raised funds in 2021
After verification, we believe that in 2021, the company performed the legal procedures on the deposit and use of raised funds in strict accordance with the requirements of relevant laws, administrative regulations, normative documents and relevant systems of the company, and there was no illegal use of raised funds, no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. 6、 Independent opinions on the company’s use of its own funds and idle raised funds for cash management
After verification, we believe that the company’s current operation is in good condition. On the premise of ensuring liquidity and capital safety, using its own funds and idle raised funds for cash management is conducive to improving the use efficiency of the company’s funds on the premise of risk control, will not have an adverse impact on the company’s production and operation, is in line with the interests of the company, and will not damage the interests of the company and all shareholders, especially minority shareholders. The decision-making procedure complies with relevant laws and regulations. 7、 Independent opinions on the extension of the company’s raised investment projects
After verification, we believe that the company’s decision to postpone the investment project with raised funds is a prudent decision made according to the actual progress of the project, does not involve the change of the content, implementation subject and investment scale of the investment project with raised funds, and there is no change or disguised change of the purpose of raised funds and damage to the interests of shareholders. The company has fulfilled the necessary approval procedures for the extension of the investment projects with raised funds, which complies with the relevant provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of gem stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies. Therefore, we agree to the extension of the company’s investment project with the raised funds. 8、 Independent opinions on the company’s foreign exchange hedging business
After verification, we believe that the company’s foreign exchange hedging business is based on normal production and operation and relying on specific business operations. The purpose is to avoid the risks of the foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company. Carrying out foreign exchange hedging business meets the business development needs of the company, and the company has formulated the management system of foreign exchange hedging business and the corresponding internal control system and risk management mechanism. The procedures for the board of directors to review the matter are legal and compliant, comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of shareholders of the company. Therefore, we agree with the company to carry out foreign exchange hedging business. 9、 Independent opinions on the special description of the company’s investment in Securities and derivatives in 2021
According to the relevant regulations of Shenzhen Stock Exchange, we have carefully checked the company’s investment in Securities and derivatives in 2021. After verification, we believe that the company did not make securities investment in 2021, but only carried out foreign exchange hedging business. The company’s funds for foreign exchange hedging come from the company’s own funds, which has not affected the development of the company’s main business. The company carries out relevant businesses in strict accordance with relevant laws and regulations and the articles of association, and has established a sound organization, business operation process, approval process and foreign exchange hedging business management system for the conduct of foreign exchange hedging business. There is no violation of relevant laws, regulations, rules and regulations, and there is no damage to the interests of the company and shareholders. 10、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, we believe that the company’s internal control system meets the requirements of relevant national regulations and securities regulatory authorities, and meets the actual needs of the company’s business activities. The internal control system runs through all aspects of the company’s business activities, forming a relatively standardized control system, which can ensure the normal operation of the company and reasonably control business risks. The self-evaluation report of the board of directors on the company’s internal control in 2021 comprehensively and objectively reflects the actual situation of the company’s internal control operation, and we agree to disclose it to the public.
11、 Independent opinions on the explanation of the company’s funds occupied by controlling shareholders and other related parties
After verification, we believe that during the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties. The company also does not have the situation that the controlling shareholders and other related parties occupied the company’s funds in previous years and accumulated to December 31, 2021. 12、 Independent opinions on the company’s external guarantee
After verification, we believe that: after deliberation at the 9th meeting of the 5th board of directors held on August 19, 2021, the company provides guarantee for the wholly-owned subsidiary Beijing Sangpu Xinyuan Technology Co., Ltd. to apply to the bank for a comprehensive credit line of no more than 15 million yuan, the credit term is one year, the guarantee matters of the company comply with relevant regulations, and its decision-making procedures are legal and effective. At the end of the reporting period, the actual amount of the company’s guarantee was 10000 yuan. In addition, the company did not have any external guarantee during the reporting period, nor did it have any other external guarantee that occurred in the previous period but continued to the end of the reporting period; The company does not provide guarantee for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated unit or individual.
To sum up, the company can earnestly implement relevant regulations and strictly control the risk of external guarantee.
13、 Prior approval and independent opinions on related party transactions in 2021
After verification, we believe that the company has no major related party transactions in 2021.
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Feng Wen:
Beijing Const Instruments Technology Inc(300445) March 23, 2022
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Ben zhe Wang:
Beijing Const Instruments Technology Inc(300445) March 23, 2022
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Zhao Tianqing:
Beijing Const Instruments Technology Inc(300445) March 23, 2022
