Guangdonghectechnologyholdingco.Ltd(600673)
Independent opinions of independent directors on relevant proposals
As Guangdonghectechnologyholdingco.Ltd(600673) independent directors, we have issued the following independent opinions on the relevant proposals of the 15th meeting of the 11th board of directors in accordance with the guidelines for self regulation of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association:
1、 Independent opinions on the company’s profit distribution plan in 2021
In view of the fact that in order to meet the company’s development needs, the company has a large amount of investment in capacitors, batteries, aluminum foil and other projects, and the company’s share repurchase in 2019 and 2020 is regarded as a cash dividend of RMB 1008951000. In order to ensure the sustainable development of the company, the company plans not to distribute profits in 2021 after comprehensively considering the company’s development stage, actual operation, profit level, future cash flow and operating capital demand, Nor will the capital reserve be converted into share capital, and the retained undistributed profits will be used to support the business development and working capital needs of the company. Based on the implementation of share repurchases in 2019 and 2020, the company plans not to carry out cash dividends in 2021, which still meets the requirements of the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the guidelines for cash dividends of listed companies on Shanghai Stock Exchange, the articles of association and the plan for shareholders’ dividend return in the next three years (20202022), There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. We believe that no profit distribution in 2021 is in line with the company’s dividend policy and there is no violation of laws and regulations. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the prediction of daily connected transactions in 2022
Due to the needs of the company’s production and operation, it is expected that related party transactions will occur in some of the company’s holding subsidiaries in 2022. As an independent director of the company, according to the relevant provisions of the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of Association, through verification, we express the following independent opinions:
We believe that the pricing of daily related party transactions that the company expects to occur in 2022 is fair and reasonable, which is in line with the interests of the company and all shareholders. No damage to the interests of minority shareholders is found, which is in line with the company’s current production and operation needs and long-term development plan. The price involved in the connected transaction is determined according to the market negotiation between both parties. The related directors avoided voting when considering the related party transaction proposal; The procedures adopted comply with relevant laws, regulations and the articles of association. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 3、 Opinions of the “general audit firm” and the “independent audit firm” of the partnership in 2022
After verification, Tianjian Certified Public Accountants (special general partnership) has the qualification of securities service business, experience in providing audit services for listed companies, professional competence and investor protection ability; During the period of providing financial reporting and internal control audit services for the company, he has been scrupulous in his duties, followed the professional standards of independence, objectivity and impartiality, and safeguarded the interests of the company and shareholders from the perspective of accounting profession; The renewal review procedure is legal and compliant. Since Tianjian has carried out the annual audit business of the company for many years and has always provided high-quality services to the company, we agree to submit the proposal to the 2021 annual general meeting for review.
4、 Independent opinions on the prediction of external guarantee amount in 2022
In order to meet the financing needs of the company’s participating and holding companies, the company plans to provide a guarantee amount of RMB 14.597 billion for relevant participating and holding companies in 2022.
We believe that the guaranteed object is mainly the company’s participating subsidiaries, there is no transfer of resources or transfer of interests, the risks are within the controllable range, there is no violation of laws and regulations, and there is no damage to the interests of the company and minority shareholders. All directors and management of the company can treat and strictly control the risks arising from external guarantee carefully, and the review procedures comply with the provisions of relevant laws and regulations, Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
In accordance with the relevant provisions of the standards for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange and the articles of association, as independent directors of the company, we express independent opinions on the proposal on the self-evaluation report on the company’s internal control in 2021 considered at the 15th meeting of the 11th board of directors in accordance with the principles of independence, objectivity and Impartiality:
The company has established a relatively complete internal control system. All internal control systems meet the requirements of relevant laws, regulations and regulatory authorities, and have covered all links of the company’s operation. All business activities of the company are carried out in strict accordance with the internal control system. There is no major deviation in the actual implementation process, and all risks can be effectively controlled. The self-evaluation report on internal control in 2021 formulated by the board of directors of the company meets the requirements of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant documents, and truly and completely reflects the company’s internal control status and the establishment of various systems in 2021.
6、 Independent opinions on using idle self owned funds to purchase bank financial products in 2022
In accordance with the provisions of the company law, the guidelines for self regulation and supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, we, as independent directors of the company, express independent opinions on the proposal on using idle self owned funds to purchase bank financial products in 2022 at the 15th meeting of the 11th board of directors in accordance with the principles of independence, objectivity and impartiality, as follows:
After review, the low-risk financial products to be purchased by the company and its subsidiaries are not venture capital. On the premise of ensuring that the normal production and operation of the company and its subsidiaries and ensuring the safety of funds, the purchase of low-risk bank financial products is conducive to improving the efficiency and income of capital use under the premise of risk control, will not adversely affect the normal production, operation and management of the company, and is in the interests of the company and all shareholders, There is no damage to the interests of minority shareholders. Therefore, it is agreed that the company and its subsidiaries use their own idle funds to purchase low-risk bank financial products within the range of no more than 400 million yuan, which is valid for one year from the date of deliberation and approval at the 15th meeting of the 11th board of directors of the company.
7、 Independent opinions on carrying out bill pool business in 2022
The bill transaction volume of the company and its subsidiaries is large, but the bill supply and demand between companies is unbalanced. In order to strengthen the management of bill business, revitalize the bill resources of the company and its subsidiaries, precipitate the cash flow of bills receivable and increase the enterprise credit line, the company plans to carry out bill pool business with commercial banks with good credit standing in China.
After verification, we believe that the company’s bill pool business is conducive to reducing the cost of bill management, comprehensively revitalizing bill resources, reducing the occupation of monetary funds, improving the use efficiency of current assets and maximizing shareholders’ equity.
It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on changes in accounting policies
The accounting policy change of the company is based on the question and answer on the implementation of accounting standards for business enterprises issued by the accounting department of the Ministry of Finance on November 1, 2021. The changed accounting policies comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, and can objectively and fairly reflect the financial status and operating results of the company. The decision-making procedures for the change of accounting policies comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders. Agree to the change of the company’s accounting policy. 9、 Independent opinions on adjusting the members of the 11th board of directors
The adjustment of the members of the 11th board of directors of the company is made in full consideration of the current development strategy and business situation of the company, in order to ensure that the board of directors of the company can effectively realize the comprehensive management of the company and improve the strategic decision-making level of the board of directors. The adjustment and election are carried out in accordance with the relevant provisions of the articles of association. Upon examination, the nomination qualification, nomination method and nomination procedure of the nominees comply with the provisions of the company law and the articles of association. The candidates for directors comply with the provisions of the company law and the articles of association on the qualification of directors, and have not found any situation that they are not allowed to serve as directors of the company as stipulated in the company law or that they are still banned by the market prohibition measures imposed by the CSRC. The review procedures adopted comply with the provisions of relevant laws, regulations and the articles of association. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the appointment of senior managers of the company
After checking the qualifications, professional ability, work experience and professional quality of Mr. Wang Wenjun and Mr. Chai Zhi, we believe that Mr. Wang Wenjun and Mr. Chai Zhi are qualified and capable to serve as senior managers of listed companies. The appointment is nominated by the general manager of the company and approved by the board of directors. The relevant procedures comply with the provisions of the company law and the articles of association. Agree to appoint Mr. Wang Wenjun as the deputy general manager of the company and Mr. Chai Zhi as the executive deputy general manager of the company.
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Independent director: Qin Jiwei
Xie Juan
Fu Hailiang
March 25, 2022