Fspg Hi-Tech Co.Ltd(000973) independent director
Independent opinions on the company’s 2021 annual report and other related matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of listed companies of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association and the independent director system, we are independent directors of Fspg Hi-Tech Co.Ltd(000973) (hereinafter referred to as the “company”), Based on independent judgment on the company’s 2021 annual report and other related matters, the opinions are as follows:
1、 Special instructions and independent opinions on the company’s accumulated and current external guarantees and capital transactions between the company and related parties
During the reporting period, the company strictly controlled the risks of the company’s controlling shareholders and other related parties occupying the company’s funds and external guarantees in strict accordance with the laws and regulations, the articles of association and the measures for the administration of the company’s provision of guarantees. By the end of the reporting period, the company’s accumulated external guarantee balance was 8.3506 million yuan, accounting for 0.34% of the company’s audited net assets at the end of the reporting period, which did not exceed 50% of the company’s audited net assets; There is no overdue guarantee; There is no guarantee provided by the company for shareholders, actual controllers and their related parties. The capital transactions between the company and its controlling shareholders and their related parties, and between the company and other related parties are daily operating capital transactions. The transaction price is reasonable and fair. The approval and disclosure procedures have been performed in accordance with relevant laws and regulations, the articles of association and other relevant provisions, and the interests of the company and non related shareholders have not been damaged.
2、 Independent opinions on the company’s profit distribution plan in 2021
The company drew up the profit distribution plan for 2021 in combination with the actual situation, which complies with the provisions of the company law of the people’s Republic of China, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations, as well as the articles of association, dividend management system and the company’s shareholder return plan for the next three years (20212023), Agree to the 2021 profit distribution plan of the company and submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the company’s provision for credit impairment loss and asset impairment loss in 2021
According to the accounting standards for business enterprises and relevant accounting policies, the company’s accrual of credit impairment loss and asset impairment loss this time meets the actual situation of the company’s assets and the requirements of relevant policies. After the company accrues credit impairment loss and asset impairment loss, it can more fairly reflect the company’s asset status and help to provide more authentic and reliable accounting information. It is agreed that the company will withdraw 1007747 million yuan of credit impairment loss and asset impairment loss in 2021, and submit the proposal on the company’s withdrawal of credit impairment loss and asset impairment loss in 2021 to the general meeting of shareholders for deliberation.
4、 Independent opinions on the internal control evaluation report of the company in 2021
The company has established a relatively perfect internal control system. The existing internal control system has covered all levels and links of the company’s production and operation, and meets the requirements of relevant national laws, regulations and regulatory authorities. The key activities of the company’s internal control are carried out in accordance with the provisions of the company’s internal control systems to ensure the normal operation and management of the company, which is reasonable, complete and effective. The 2021 annual internal control evaluation report prepared by the company truly and objectively reflects the actual situation of the construction of the company’s internal control system, the implementation and supervision of the internal control system, and agrees with the 2021 annual internal control evaluation report of the company.
5、 Independent opinion on the difference between the actual situation and the expected situation of the company’s daily connected transactions in 2021
After verification, the total amount of related party transactions actually occurred between the company and each related party does not exceed the total amount of related party transactions expected to occur with the related party or each related person under the same control. There is a difference between the estimated and actual amount of related party transactions in 2021, which is mainly affected by factors such as changes in the market environment and changes in the actual needs of the participants. It is a normal business behavior and has no impact on the independence of the listed company, The company’s main business will not rely on or be controlled by related parties due to such transactions, and there is no damage to the interests of the company and minority shareholders.
6、 Independent opinions on the company’s expected daily related party transactions in 2022
The related party transactions between the company and related parties are necessary for the normal business operation of the company, are legitimate business acts, follow the market-oriented principle, fair and reasonable, and the pricing is fair. There is no damage to the interests of the company and non related shareholders. The board of directors of the company has fulfilled the relevant approval procedures, the related directors have avoided voting, the convening and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and agree to the proposal on the company’s expected daily related party transactions in 2022.
7、 Independent opinions on the amount of financial products the company expects to purchase with its own funds in 2022
The company has established a relatively perfect internal control and supervision system, which can effectively control investment risks and ensure capital safety. The company has fulfilled the necessary approval procedures and the voting procedures are legal and compliant. The company and its holding subsidiaries use their own funds to purchase financial products, which is conducive to improving the use efficiency of funds, will not affect the daily operation, and will not damage the interests of minority shareholders. They agree to the proposal on the amount of the company’s expected use of their own funds to purchase financial products in 2022.
8、 Independent opinions on the company’s expected foreign exchange trading business in 2022
In order to meet the normal production and operation needs of the company and its holding subsidiaries, strengthen internal control, prevent and avoid the operational risks caused by exchange rate risks and reduce exchange losses, the company plans to carry out foreign exchange trading business in 2022, which can lock the relevant foreign exchange purchase costs in case of exchange rate fluctuations to achieve the purpose of risk control. The company has formulated the management measures for internal control of the company’s foreign exchange trading business to standardize the operation of the company’s foreign exchange trading business, prevent and avoid the risks caused by exchange rate fluctuations in international settlement business, and strengthen the company’s risk control. The board of directors of the company has fulfilled relevant approval procedures, and the voting procedures are legal and compliant. Agree to the proposal on the company’s expected foreign exchange trading business in 2022.
9、 Independent opinions on write off assets of the company
Part of the long-term equity investment written off by the company this time conforms to the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, which will be more conducive to a true and accurate reflection of the company’s financial and operating conditions, and there is no behavior damaging the interests of the company and its shareholders. The board of directors of the company has fulfilled relevant approval procedures, and the voting procedures are legal and compliant. Agree to the proposal on write off of assets of the company.
(there is no text on this page, which is only used for the signature page of independent directors’ independent opinions on the company’s 2021 annual report and other related matters)
Independent director: Luo Shaode, Zhou Rong, Yu Yue
March 24, 2002
