Independent opinions on matters related to the 27th meeting of the 5th board of directors
As an independent director of Guangzhou Haige Communications Group Incorporated Company(002465) (hereinafter referred to as “the company”), based on independent judgment, 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 relevant laws, regulations, normative documents and the articles of Association of the company issued by the CSRC, The following opinions are expressed on the relevant proposals of the 27th meeting of the Fifth Board of directors and the matters related to the 2021 annual report of the company:
1、 Independent opinions on the occupation of funds by controlling shareholders and other related parties
As of December 31, 2021, the capital transactions between the company and related parties can strictly comply with the company law, the securities law, the notice on Several Issues Concerning Regulating the capital transactions between listed companies and related parties and the external guarantee of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock exchange, the articles of association and other relevant provisions. During the reporting period, The capital transactions between the company and its holding subsidiaries and related parties are normal operating capital transactions, and there is no situation that the controlling shareholders and other related parties occupy or otherwise occupy the company’s funds in disguised form.
2、 Independent opinions on the external guarantee of the company
In 2021, the company can conscientiously implement the provisions of relevant laws and regulations such as the notice on regulating the external guarantee behavior of listed companies, prudently control the external guarantee risk and strictly implement the external guarantee risk control system. During the reporting period, in addition to providing a guarantee of RMB 13.158 million for Xi’an Chida aircraft parts manufacturing Co., Ltd., the holding subsidiary, the company did not provide a guarantee for shareholders, actual controllers and their affiliates, any unincorporated units or individuals, and there was no illegal guarantee.
3、 Independent opinions on the self-evaluation report of the company’s internal control
The 2021 internal control self-evaluation report prepared by the company comprehensively, objectively and truly reflects the actual situation of the construction of the company’s internal control system, the implementation and supervision of the internal control system. The company’s internal control system is relatively perfect, and all internal control systems meet the requirements of relevant national laws, regulations and regulatory authorities. The company’s internal control management system and relevant systems are suitable for the company’s management requirements and development needs, and have been effectively implemented. The company’s internal control over key activities such as holding subsidiaries, related party transactions, major investments, information disclosure, external guarantees and the use of raised funds is sufficient and effective, which ensures the normal operation and management of the company, conforms to the actual situation of the company, and plays a positive role in controlling and preventing operation and management risks, protecting the legitimate rights and interests of investors, and promoting the standardized operation and healthy development of the company.
4、 Independent opinions on 2021 profit distribution plan
The company’s 2021 profit distribution plan takes into account the reasonable demands of investors and the capital needs of the company’s sustainable development, complies with the company law, the articles of association and the relevant provisions of the securities regulatory authorities on profit distribution, is conducive to the long-term development of listed companies, and does not damage the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors. We agree to the company’s profit distribution plan for 2021.
5、 Independent opinions on the provision for asset impairment
The company’s provision for asset impairment this time is based on the principle of prudence, with sufficient event basis and in line with the accounting standards for business enterprises and the actual situation of the company’s assets. After the provision for impairment is made, it can more fairly reflect the company’s financial situation, and there is no damage to the legitimate interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to withdraw the provision for asset impairment this time.
6、 Independent opinions on the deposit and use of raised funds in 2021
After verification, the preparation of the special report on the storage and use of raised funds in 2021 of the company complies with the provisions of relevant laws and regulations, truly and objectively reflects the storage and use of raised funds in 2021, and the storage and use of raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds.
7、 Independent opinions on the work plan of implementing the tenure system and contractual management of the management in the company and its subsidiaries at all levels
The company’s implementation of the tenure system and contractual management of managers in the company and its subsidiaries at all levels is conducive to stimulate the vitality and creativity of the company’s managers, conducive to the sustainable and steady development of the company, and there is no damage to the interests of the company or shareholders. Therefore, we agree with the company to implement the above plan.
8、 Independent opinions on the company’s formulation of the measures for the performance appraisal and salary management of senior managers the measures for the performance appraisal and salary management of senior managers formulated by the company are conducive to effectively mobilize and give full play to the enthusiasm and creativity of senior managers, further improve the incentive and restraint mechanism of senior managers, and promote the realization of the company’s strategy and short-term goals. Therefore, we agree with the system.
9、 Independent opinions on 2021 annual salary assessment and 2022 annual performance assessment objectives of senior managers of the company
It is verified that the company can strictly implement the remuneration of directors, supervisors and senior managers and relevant performance appraisal system in 2021. The remuneration payment procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and all shareholders. The disclosure of the remuneration of senior managers in the annual report is consistent with the actual situation. We agree to the proposal on the 2021 annual salary assessment and 2022 annual performance assessment objectives of the company’s senior managers.
10、 Independent opinion on employing the company’s audit institution in 2022
Upon verification, Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”) is an accounting firm with the qualification of auditing securities and futures related businesses and asset evaluation of securities business. In the process of cooperation, Lixin certified public accountants can independently complete the audit work in accordance with relevant regulations and policies, which has played a positive and constructive role in establishing and improving the internal control system of the company. The audit reports issued for the company objectively and fairly reflect the financial status and operating results of the company in each period. The company is satisfied with its work efficiency, professionalism and service attitude. In order to maintain the continuity and stability of the company’s audit work, in accordance with relevant national laws and regulations and the relevant provisions of the articles of association, we agree to renew the appointment of Lixin certified public accountants as the company’s financial audit institution and internal control audit institution in 2022 and submit it to the general meeting of shareholders for deliberation.
11、 Independent opinions on the company’s investment in low-risk short-term financial products with idle self owned funds
After careful verification of the company’s operation, financial status and internal control system, we believe that the company is in good operation and has perfect internal control system and measures. On the premise of ensuring the company’s daily operation needs and capital safety, using idle self owned funds to invest in low-risk short-term financial products is conducive to improving the company’s capital use efficiency and increasing the company’s income, and there is no behavior damaging the interests of minority shareholders.
We agree that the company and its subsidiaries (including wholly-owned subsidiaries and holding subsidiaries) use idle self owned funds of no more than RMB 2.5 billion to invest in low-risk short-term financial products. Within this limit, the funds can be used on a rolling basis.
We agree to request the general meeting of shareholders of the company to authorize the management of the company to exercise the investment decision-making power within the above limit, and the finance department is responsible for the specific purchase. The authorization period is effective from the date of deliberation and approval of the 2021 annual general meeting of shareholders of the company to the date of convening the next annual general meeting of shareholders. At the same time, we agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the holding subsidiary’s application for comprehensive credit from the bank
Beijing Mojie Innovation Technology Co., Ltd. (hereinafter referred to as “Mojie innovation”), the holding subsidiary of the company, applied to Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch for a credit and financing line of 40 million yuan, which was guaranteed by Beijing Haidian Technology Enterprise Financing Guarantee Co., Ltd. and Mojie innovation provided counter guarantee with its own set of real estate mortgage, which is conducive to its fund-raising and normal production, operation and development; Molkie innovation has excellent assets, strong solvency and controllable financing risks. We agree to this financing.
13、 Independent opinions on the prediction of daily connected transactions in 2022
Mr. Liu Wenqing, Mr. Yang Jiasong and other directors of Shenzhen Tiezhou iron and Steel Co., Ltd. have deliberated the voting procedures of the listed company and the related party trading rules of the Shenzhen Stock Exchange. The daily connected transactions between the company (including its wholly-owned / holding subsidiaries) and related parties in 2022 belong to the normal business behavior of the company and meet the needs of the company’s business development. On the basis of equality and mutual benefit, both parties of this connected transaction follow the principle of marketization, and there is no situation that damages the interests of all shareholders of the company, especially small and medium-sized shareholders. Therefore, we agree that the company (including its wholly-owned / holding subsidiaries) has daily operating related party transactions of no more than 200 million yuan with related parties in 2022. 14、 Independent opinion on the difference between the estimated amount of daily connected transactions in 2021 and the actual amount. The company’s daily connected transactions in 2021 are determined according to the actual contract amount signed by both parties and the implementation progress. The daily connected transactions in 2021 are expected to be the upper limit of the possible business of both parties in 2021, with great uncertainty. The actual transactions between the company and related parties are priced according to the market principle, fair and reasonable, do not harm the interests of the company and minority shareholders, and are conducive to the sustainable and steady development of the company.
(there is no text on this page, which is the signature page of Guangzhou Haige Communications Group Incorporated Company(002465) independent directors’ independent opinions on matters related to the 27th meeting of the Fifth Board of directors of the company)
Signature of independent director:
Li Xinchun, Li Yingzhao, Hu Pengxiang
March 24, 2022
