Suzhou Thvow Technology Co.Ltd(002564) independent director
Independent opinions on matters related to the 41st meeting of the 4th board of directors, in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the Suzhou Thvow Technology Co.Ltd(002564) articles of Association (hereinafter referred to as the “articles of association”), As an independent director of Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company”), he expressed his independent opinions on the relevant matters considered at the 41st meeting of the Fourth Board of directors as follows:
1、 Matters concerning the provision for asset impairment in 2021
The company’s provision for asset impairment fairly reflects the company’s asset status, reflects the changes in the national economic environment, ensures the standardized operation of the company, and fairly reflects the company’s financial status and operating results. The company’s provision for asset impairment this time is in line with the overall interests of the company, there is no behavior damaging the interests of the company and shareholders, and the approval procedures comply with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree that the company’s provision for asset impairment in 2021 totaled 1085334500 yuan.
2、 Independent opinions on the company’s profit distribution plan in 2021
As an independent director of the company, we have carefully reviewed the company’s profit distribution plan for 2021. We believe that the voting procedures of the board of directors in considering the above proposals comply with relevant laws, regulations, normative documents and the articles of association. We believe that the distributable profit of the company’s parent company in 2021 is -944 million yuan. Considering the actual needs of the company’s production and operation in 2022, the company will not distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021. The profit distribution plan is based on the current market situation of the company, which is in line with the actual situation of the company, matches the growth of the company’s performance, is conducive to the stable development of the company in the future, meets the relevant regulations and the development needs of the company, and is conducive to safeguarding the long-term interests of shareholders. Therefore, we agree to this profit distribution and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s self evaluation report on internal control in 2021
We believe that the company has improved the corporate governance structure and established a relatively perfect internal control system in accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, The establishment of the company’s internal control system and the implementation of the company’s internal control system objectively meet the requirements of the company’s internal production and management regulations, and can truly reflect the company’s internal control system and the actual operation of the company.
4、 Independent opinions on the amount of external guarantee in 2022
As an independent director of the company, we have carefully reviewed the company’s proposal on providing external guarantee amount in 2022 and agreed that the company will provide external guarantee amount with an estimated total amount of RMB 2990 million in 2022, and the guarantee period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
After verification, we believe that the operation of the holding company of the company is stable, and the guarantee object is the company or the company within the scope of consolidated statements, which can effectively monitor and manage its operation. This guarantee will help the company and the holding company obtain the funds required for business development, further improve their economic benefits, and will not have an adverse impact on the normal operation and business development of the company. The guarantee has fulfilled the necessary decision-making and approval procedures, and there is no situation that damages the interests of the company and minority shareholders. Therefore, we agree to this guarantee and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on providing counter guarantee and related party transactions to controlling shareholders in 2022
As an independent director of the company, we have carefully reviewed the information on counter guarantee and related party transactions provided to the controlling shareholders. We believe that the above counter guarantee matters comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company. This guarantee will not have an adverse impact on the company and will not affect the company’s sustainable operation ability. When the board of directors of the company voted on the above related party transactions, the related directors avoided voting according to law. The voting procedures of related party transactions are legal and effective, in line with relevant laws and regulations and the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders. We agree to this proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the financing limit of the authorized company and its holding subsidiaries in 2022
For the company and its holding companies, sinogy Power Engineering Co., Ltd., zhanghuaji (Suzhou) heavy equipment Co., Ltd., Wuxi Hongqi shipyard Co., Ltd., Yumen Xinneng solar thermal first power Co., Ltd., sinogy (Guangxi) Energy Technology Co., Ltd. to apply for comprehensive credit from relevant banks and other financing institutions from 2022 to the date of the company’s annual general meeting of shareholders in 2022 In handling other financing activities and other matters, the company granted a total financing limit of RMB 18.5 billion, and submitted to the general meeting of shareholders for approval to authorize the general manager to go through relevant procedures with relevant banks and other financing institutions within the scope of the granted financing limit. After verification, we believe that this authorization of the company is to meet the actual needs of the operation of the company and the holding company and the needs of the review of financing institutions. At present, the company has smooth financing channels and established a relatively perfect risk control system. The necessary decision-making and approval procedures have been performed for this matter, and there is no situation that damages the interests of the company and minority shareholders. Therefore, we agree to this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022
As an independent director of the company, we have carefully reviewed the information on the confirmation of daily connected transactions in 2021 and the expected daily connected transactions in 2022. We believe that:
In 2021, the company had raw materials, equipment, labor services and other transactions with related parties. The above transactions are the actual production and operation needs of the company, meet the needs of the company, fulfill the corresponding internal approval authority, and will not damage the interests of the company and minority shareholders.
The estimated amount of daily related party transactions in 2022 is formulated according to the actual needs of the company’s production and operation in 2022, which is conducive to the development needs of the company. The pricing of related party transactions follows the principles of openness, fairness and impartiality, and there is no situation that damages the interests of the company and all shareholders.
When the board of directors of the company voted on the above related party transactions, the related directors avoided voting according to law. The voting procedures of related party transactions are legal and effective, in line with relevant laws and regulations and the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders.
Therefore, we agree with the company to confirm the daily related party transactions in 2021 and the expected daily related party transactions in 2022, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers in 2022
As an independent director of the company, we have carefully reviewed the information on the remuneration scheme of directors, supervisors and senior managers in 2022. We believe that:
After verification, the remuneration plan of the company’s directors, supervisors and senior managers is formulated according to the remuneration level of the company’s industry and scale and in combination with the actual operation of the company. The formulation and voting procedures are legal and effective. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws, regulations and the provisions of the articles of association.
9、 Independent opinion on the proposed reappointment of audit accounting firm in 2022
After verification, Zhonghua Certified Public Accountants (special general partnership) has the qualification for securities and futures related businesses, has many years of rich experience and professional quality in the audit of listed companies, and can better meet the requirements of the company for establishing and improving internal control and financial audit. During his tenure as the company’s audit institution, he was diligent and conscientious, and was able to comply with the relevant provisions of the independent audit standards for Chinese certified public accountants, Adhere to the independent, objective and impartial auditing standards and express audit opinions fairly and reasonably. The decision-making procedures of the company’s proposed re employment of Huawei’s audit institutions in 2022 comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders. Therefore, we agree to the company’s proposal on the proposed reappointment of audit accounting firm in 2022 and submit the proposal to the company’s 2021 annual general meeting for deliberation.
10、 Independent opinions on capital occupation and external guarantee of related parties in 2021
(I) capital transactions of related parties
The independent directors of the company have carefully and responsibly verified the capital transactions between the company and related parties during the reporting period, and their independent opinions are as follows:
During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties. (II) external guarantee of the company
The independent directors of the company have carefully and responsibly verified the external guarantee of the company during the reporting period, and issued independent opinions as follows:
During the reporting period, the company provided joint and several liability guarantee of RMB 30 million for the holding subsidiary Wuxi Hongqi shipyard Co., Ltd; Provide joint and several liability guarantee of RMB 320 million for the holding subsidiary Yumen Xinneng guangre first power Co., Ltd; Provide joint and several liability guarantee of RMB 642077 million for the wholly-owned subsidiary zhanghuaji (Suzhou) heavy equipment Co., Ltd; Provide joint and several liability guarantee of RMB 0 for the wholly-owned subsidiary Zhangjiagang Jiangnan Forging Co., Ltd; Provide joint and several liability guarantee of RMB 726.11 million for the holding subsidiary China Machinery Guoneng Power Engineering Co., Ltd.
During the reporting period, the company provided pledge guarantee of RMB 379272 million to the related party Shanghai Electric Group Company Limited(601727) Shanghai Electric Group Company Limited(601727) ; The company’s subsidiaries provide joint and several liability guarantee of RMB 140 million for their subsidiaries.
For the company’s external guarantee in 2021, the company has strictly implemented the approval authority and procedures for external guarantee. The decision-making procedures and contents comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and there is no violation of guarantee and no behavior damaging the interests of the company and shareholders.
Independent directors: Shi Guifeng, sun Jianfei, Tao Hairong March 25, 2022
