Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458)
Report of independent directors on the 23rd Meeting of the 4th board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system by listed companies, the guidelines for the governance of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the working system of independent directors, we, as independent directors of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) (hereinafter referred to as “the company”), based on the principle of independent judgment and in an attitude of being responsible to the company, all shareholders and investors, After careful review of relevant materials, the independent opinions on the relevant proposals considered at the 20th meeting of the Fourth Board of directors are as follows: I. independent opinions on the proposal of profit distribution plan for 2021
After carefully reviewing the proposal of the company’s profit distribution plan for 2021, we express our independent opinions as follows: the proposal of the company’s profit distribution plan for 2021 fully considers various factors such as the company’s operation, capital demand, shareholder return and future development, which is conducive to the sustainable and stable development of the company. Comply with the relevant provisions on profit distribution in the company law, the securities law and the articles of association, comply with the interests of the company and all shareholders, and there is no damage to the interests of medium and small shareholders.
We agree to the proposal of the company’s profit distribution plan for 2021 and submit it to the general meeting of shareholders for deliberation. 2、 Independent opinions on the proposal on the company’s application for credit line and related matters from the bank in 2022. After careful review of the proposal on the company’s application for credit line and related matters from the bank in 2022, we express our independent opinions as follows:
The company’s application for credit line from the bank this time is conducive to promoting the business development of the company and its subsidiaries, ensuring the capital and business development needs of the company and its subsidiaries for daily operation, and meeting the company’s demand for working capital turnover. The risk is controllable and will not have an adverse impact on the company. The comprehensive credit decision-making process complies with the provisions of relevant laws, regulations, normative documents and the articles of association, and will not have an adverse impact on the normal operation and business development of the company, nor will it harm the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to the proposal on the company’s application for credit line from the bank and related matters in 2022 and submit it to the general meeting of shareholders of the company for deliberation. III Independent opinions on the proposal on the company’s 2021 directors’ remuneration plan
After careful review of the proposal on the company’s 2021 annual directors’ remuneration plan, we express our independent opinions as follows:
The company’s remuneration plan for directors in 2021 is formulated in accordance with the measures for performance appraisal of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) directors and supervisors, performance appraisal management system and the company’s business scale in 2021. The appraisal method and remuneration formulation comply with relevant laws, regulations and the articles of association.
The proposal was reviewed and approved by the remuneration and assessment committee of the board of directors and submitted to the board of directors for review. After being reviewed and approved by the board of directors, it was submitted to the general meeting of shareholders for review. The review procedures comply with the provisions of relevant laws and regulations.
We agree to submit the 2021 directors’ remuneration plan to the general meeting of shareholders for deliberation. 4、 Independent opinions on the proposal of the company’s 2021 senior management compensation plan
After careful review of the proposal on the compensation scheme for senior managers of the company in 2021, we express our independent opinions as follows:
According to the performance appraisal management system, the remuneration of the company’s senior managers in 2021 is based on the completion of the production and operation objectives set by the board of directors at the beginning of the year, which has been reviewed and agreed by the remuneration and appraisal committee of the board of directors and submitted to the board of directors for review. The assessment method and salary formulation shall comply with the provisions of relevant laws, regulations and the articles of association.
The proposal was approved by the remuneration and assessment committee of the board of directors and submitted to the board of directors for deliberation. The review procedures comply with the provisions of relevant laws and regulations.
We agree to the 2021 senior management compensation plan of the company. 5、 Independent opinions on the occupation of funds by controlling shareholders and other related parties in 2021
After careful review of the capital occupied by controlling shareholders and other related parties in 2021, we express our independent opinions as follows:
In 2021, the company did not occupy funds by controlling shareholders and other related parties, strictly implemented the relevant provisions of laws, regulations and the articles of association, and did not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to the proposal on the occupation of funds by controlling shareholders and other related parties in 2021 and submit it to the general meeting of shareholders of the company for deliberation. 6、 And Independent opinions on the 2021 internal control evaluation report of the company
After careful review of the company’s 2021 annual internal control evaluation report, we express our independent opinions as follows: the company has established a relatively sound internal control system, and all internal control systems comply with relevant Chinese laws and regulations and the requirements of securities regulatory authorities, and can be effectively implemented.
The company’s corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of laws and regulations and various internal control systems of the company, and the possible internal and external risks in all links of the activities have been reasonably controlled, and the predetermined objectives of various activities of the company have been basically realized. In 2020, the company operated in strict accordance with various systems and regulations, and there was no violation of the guidelines on internal control of listed companies of Shanghai Stock Exchange.
We agree to submit the 2021 internal control evaluation report to the general meeting of shareholders for deliberation. 7、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
After careful review of the company’s special report on the deposit and actual use of raised funds in 2021, we express our independent opinions as follows:
The company’s special report on the deposit and actual use of raised funds in 2021 truly, accurately and completely reflects the deposit and actual use of raised funds in 2021, The deposit and use of the company’s raised funds comply with the provisions of Article 15 of the measures for the administration of raised funds of Listed Companies in Shanghai Stock Exchange (2013 Revision) (szgz [2013] No. 13), relevant provisions of szgz [2013] No. 13 and other laws and regulations.
We agree to submit the special report on the deposit and actual use of raised funds in 2021 to the general meeting of shareholders for deliberation. 8、 Independent opinions on the proposal on the closing of projects invested by the company and the permanent supplement of surplus raised funds to working capital
After careful review of the company’s proposal on the closing of the company’s funded projects and the permanent replenishment of surplus raised funds to working capital, we express our independent opinions as follows:
As of March 18, 2022, the investment projects of the company’s initial public offering of shares have reached the expected usable state. Permanently replenishing the surplus raised funds with working capital is conducive to improving the use efficiency of funds and is in line with the interests of all shareholders.
The use and savings of relevant raised funds are legal and compliant, and there is no damage to the interests of the company and shareholders, especially minority shareholders.
We agree with the proposal of the company on the closing of the company’s projects invested by raising funds and the permanent supplement of the surplus raised funds to the working capital. 9、 Independent opinions on the proposal on the company’s 2022 annual guarantee forecast
After careful review of the proposal on the company’s guarantee forecast for 2022, we express our independent opinions as follows:
The company’s guarantee behavior complies with the provisions of relevant laws, regulations, normative documents such as the company law, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, meets the daily business needs of the company’s subsidiaries, is conducive to ensuring the stable development of the company, improving business efficiency, the guarantee risk is within the control range, and does not damage the company, shareholders Especially the behavior of the interests of minority shareholders. We agree to the proposal on the company’s guarantee forecast for 2022 and submit it to the general meeting of shareholders of the company for deliberation. 10、 Independent opinions on the proposal on the company’s reappointment of the audit institution in 2022
After careful review of the proposal on the company’s re employment of the audit institution in 2022, we express our independent opinions as follows:
After audit, Dahua Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial statements and internal control audit, and can independently audit the company’s financial status and operating results. The review procedure of the company’s renewal of the accounting firm complies with the relevant provisions of laws, regulations and the articles of association, and there is no damage to the rights and interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to the proposal on the company’s reappointment of the audit institution in 2022 and submit it to the general meeting of shareholders of the company for deliberation. 11、 Independent opinions on the proposal on the company’s provision for asset impairment in 2021
After careful review of the proposal on the company’s provision for asset impairment in 2021, we express our independent opinions as follows:
The provision for asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. The provision for asset impairment this time is based on the principle of prudent accounting, which can more objectively and fairly reflect the financial status and operating results of the company. The relevant review procedures comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to the proposal on the company’s provision for asset impairment in 2021.
12、 Independent opinions on the proposal on changing the company’s accounting policies and accounting estimates
After careful review of the proposal on changing the company’s accounting policies and accounting estimates, we express our independent opinions as follows:
This accounting policy change is a reasonable change and adjustment in accordance with the provisions issued by the Ministry of finance, which helps to improve the quality of accounting information, objectively and fairly reflect the company’s financial situation and operating results, and has no impact on the company’s net profit and shareholders’ equity. The decision-making procedures of this accounting policy change comply with relevant laws, regulations and the articles of association.
This accounting estimate change is a reasonable change made in accordance with relevant regulations. The review procedure is legal and effective, and the basis for the change is sufficient and reliable. The changed accounting estimate can more truly and objectively reflect the company’s financial situation without damaging the interests of the company and minority shareholders.
We agree to the proposal on changing the company’s accounting policies and accounting estimates. (no text below)
