Sichuan Tianwei Electronic Co.Ltd(688511) independent directors
Independent opinions on matters related to the 12th meeting of the first board of directors of the company, in accordance with the company law, the securities law and other laws and regulations, as well as the Sichuan Tianwei Electronic Co.Ltd(688511) articles of association, the management system of independent directors, the rules of procedure of the board of directors and other relevant provisions, as Sichuan Tianwei Electronic Co.Ltd(688511) independent directors, based on the independent and objective position and with a prudent and responsible attitude, We express independent opinions on relevant major issues considered at the 12th meeting of the first board of directors as follows:
1、 Independent opinions on the proposal on the evaluation report on internal control in 2021
In accordance with the articles of association and relevant internal control systems, the company has evaluated the effectiveness of the company’s internal control and self evaluated the construction of the internal control system as of December 31, 2021. Based on this, the company has prepared the Sichuan Tianwei Electronic Co.Ltd(688511) 2021 annual internal control evaluation report. We believe that the company has established and improved its internal control system in accordance with relevant laws, regulations and the requirements of the securities regulatory authorities, which was effectively implemented in 2021, and played a role of control and prevention in all processes and key links of operation and management. The internal control report prepared by the company is complete in content and truly and objectively reflects the construction and operation of the company’s internal control system.
Therefore, we agree to the proposal on the evaluation report on internal control in 2021.
2、 Independent opinions on the proposal on the full text and summary of the company’s 2021 Annual Report
We reviewed the company’s annual report for 2021, listened to the report of the company’s management on the company’s operation and the progress of major events in 2021, listened to the report of the company’s chief financial officer on the preparation of the company’s financial statements in 2021, and listened to the report of the accounting firm on the audit of the company’s financial statements in 2021, We believe that the content and format of the full text and abstract of the company’s 2021 annual report comply with the requirements of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. The information disclosed can truly, accurately, completely and timely reflect the company’s operation, management and financial situation in 2021, without any false records, misleading statements or major omissions. The preparation and deliberation procedures of the company’s 2021 annual report comply with the company’s laws Regulations, articles of association and relevant systems; The annual report of 2021 truly reflects the financial status of the company in the reporting period, and no violation of confidentiality provisions was found among the preparation and review participants.
It is verified that in 2021, there was no external guarantee, no occupation of the company’s funds by controlling shareholders and their related parties, and no occupation of funds by illegal related parties occurred in previous years and accumulated to December 31, 2021.
Therefore, we agree to the proposal on the company’s 2021 annual report and its summary.
3、 Independent opinions on the proposal on the implementation location of some newly raised capital investment projects
We reviewed the company’s proposal on the implementation location of some new investment projects with raised funds and listened to the company’s management. We believe that the new implementation location of the company’s “new fire suppression and explosion suppression system upgrading project” is a careful adjustment based on the actual situation of the company, meets the actual business needs of the company, is conducive to improving the use efficiency of raised funds, and does not harm the interests of shareholders, In line with the company’s development strategy. Moreover, the new implementation place has been deliberated and adopted at the 12th meeting of the first board of directors, and the necessary procedures have been performed, The new implementation location of the company’s “new fire extinguishing and explosion suppression system upgrading project” complies with the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the measures for the continuous supervision of listed companies on the science and Innovation Board (Trial) Relevant provisions such as the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s fund-raising management system do not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on the implementation location of some newly raised capital investment projects.
4、 Independent opinions on the proposal on using idle raised funds for cash management
We reviewed the company’s proposal on using idle raised funds for cash management and listened to the report of the company’s general manager and chief financial officer. We believe that on the premise of not affecting the construction of the company’s investment projects with raised funds and the normal development of its main business, the company uses idle raised funds of no more than 350 million yuan for cash management, and the products purchased must be safe, liquid and reliable Investment products with Principal Guaranteed agreements (including but not limited to principal guaranteed financial products, structured deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.) are conducive to improving the efficiency of capital use, making rational use of idle funds, and obtaining certain investment income. The company has established a relatively perfect internal control system and fund-raising management system, which can effectively control investment risks, ensure fund safety, and will not affect the construction of investment projects with raised funds and the use of raised funds. There is no disguised change in the investment direction of raised funds, and there is no damage to the interests of all shareholders, especially small and medium-sized shareholders. The company’s use of idle raised funds for cash management complies with the company’s raised funds management system Relevant provisions such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the measures for the continuous supervision of listed companies on the science and innovation board (for Trial Implementation), and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
Therefore, we agree to the proposal on using idle raised funds for cash management.
5、 Independent opinions on the proposal on using some idle self owned funds for cash management
We reviewed the company’s proposal on using some idle self owned funds for cash management and listened to the reports of the company’s general manager and chief financial officer. We believe that the company’s use of some idle self owned funds for cash management is carried out on the premise of not affecting the company’s daily business and ensuring the safety of funds, which is conducive to improving the efficiency of the use of funds and increasing the company’s investment income. The company has established a relatively perfect internal control system, which can effectively control investment risks and ensure capital safety, The company’s use of some idle self owned funds for cash management complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), and the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and there is no damage to the interests of all shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on using some idle self owned funds for cash management.
6、 Independent opinions on the proposal on the company’s special report on the deposit and actual use of raised funds in 2021
After reviewing the company’s special report on the deposit and use of raised funds in 2021, listening to the reports of the company’s general manager and chief financial officer, and asking relevant business personnel and internal auditors, we believe that the company’s deposit and actual use of raised funds in 2021 meet the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies According to the requirements of relevant laws and regulations such as the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, the company has timely fulfilled the relevant information disclosure obligations, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of minority shareholders.
Therefore, we agree to the proposal on the company’s special report on the deposit and actual use of raised funds in 2021.
7、 Independent opinions on the proposal on the renewal of the company’s accounting firm in 2022
We reviewed the proposal on renewing the employment of the company’s accounting firm in 2022, and consulted the audit qualification and related party information of the accounting firm. We believe that Sichuan Huaxin (Group) accounting firm (special general partnership) complies with the relevant provisions of the securities law of the people’s Republic of China, has the experience and ability to provide audit services for the company, and has independence, The financial report and internal control audit results provided by the accounting firm for the company in previous years are objective and fair, which can meet the audit requirements of the company. The review and decision-making procedures of the company’s renewal of the accounting firm are sufficient and appropriate, in line with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders.
Therefore, we agree to the proposal on the renewal of the company’s accounting firm in 2022.
8、 Independent opinions on the proposal on the 2022 annual salary plan of the first board of directors and the proposal on the 2022 annual salary plan of the company’s senior managers
We reviewed the proposal on the 2022 annual remuneration plan of the first board of directors and the proposal on the 2022 annual remuneration plan of the company’s senior managers, and listened to the report of the board of directors and the remuneration and assessment committee of the board of directors on the assessment of the performance of the company’s directors and senior managers in 2021. We believe that the directors The remuneration of senior managers is determined in accordance with the relevant systems of the company and in combination with the actual operation of the company and the development level of the industry and region. It is in line with the provisions of relevant laws, regulations and the articles of association. The remuneration scheme is conducive to mobilizing the work enthusiasm and creativity of directors and senior managers and the long-term development of the company. There is no situation that damages the legitimate interests of the company and minority shareholders. Therefore, we agree to the proposal on the 2022 annual salary plan of the first board of directors and the proposal on the 2022 annual salary plan of the company’s senior managers.
9、 Independent opinions on the proposal on the company’s profit distribution plan for 2021
We reviewed the proposal on the company’s profit distribution plan for 2021, and listened to the report of the company’s management on business and finance. We believe that the company’s profit distribution plan for 2021 is formulated on the premise of ensuring the normal operation and long-term development of the company and comprehensively considering the company’s profitability, operation status and investment return of all shareholders, The contents and deliberation procedures of the company’s profit distribution plan for 2021 comply with the provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for cash dividends of listed companies of Shanghai Stock Exchange and the articles of association, and there is no situation that damages the legitimate interests of the company and minority shareholders.
Therefore, we agree to the proposal on the company’s profit distribution plan for 2021.
