Guangdong Fuxin Technology Co.Ltd(688662) independent director
Independent opinions on matters related to the second meeting of the Fourth Board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) and the working system of independent directors of the company, as an independent director of Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as the “company”), he expressed the following independent opinions on the relevant matters considered by the board of directors:
1、 Proposal on independent profit distribution in 2021
After deliberation, the 2021 profit distribution plan proposed by the company is a positive measure to repay all investors and share the operating results of the company’s development with all shareholders. It is formulated by the company in accordance with the company law and other laws and regulations, the articles of association and other relevant provisions, combined with the company’s current overall operation and future strategic development vision, and on the premise of comprehensively considering the company’s profitability and financial situation, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree to the contents of the proposal on the profit distribution plan for 2021 and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the proposal on renewing the company’s 2022 financial audit institution and internal control audit institution
After verification, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has the qualification of securities related audit, has the experience and ability to provide audit services for the company, can comply with the independent, objective and fair practice standards, meet the audit requirements of the company, can objectively, fairly and fairly reflect the financial situation of the company, and better perform the responsibilities and obligations specified by both parties. The review and voting procedures for the renewal of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 comply with the provisions of the company law and other relevant laws and regulations, the articles of association and the rules of procedure of the company’s board of directors, and the voting results are legal and valid. Therefore, we agree that the board of directors of the company will continue to employ Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022, and agree to submit the above matters to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on the proposal on the remuneration of directors of the company in 2022
After deliberation, the directors’ remuneration plan for 2022 proposed by the company is based on the remuneration level of the company’s industry and combined with the actual operation of the company. There is no damage to the interests of the company and all shareholders, and it is in line with relevant national laws and regulations and the articles of Association. Therefore, we unanimously agree to the contents of the proposal on the remuneration of directors of the company in 2022 and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on the remuneration of senior managers of the company in 2022
After deliberation, the remuneration plan for senior managers in 2022 proposed by the company is based on the remuneration level of the company’s industry and the actual operation of the company. There is no damage to the interests of the company and all shareholders, and it is in line with relevant national laws and regulations and the articles of Association. Therefore, we unanimously agree to the contents of the proposal on the remuneration of senior managers of the company in 2022.
5、 Independent opinions on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
After deliberation, the company’s use and management of raised funds comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, 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, and the measures for the management of raised funds of companies. The special report on the deposit and use of raised funds in 2021 prepared by the company is true, accurate and complete without false records, misleading statements and major omissions. We unanimously approve the contents of the special report on the deposit and use of the company’s raised funds in 2021,
6、 Independent opinions on the proposal on daily connected transactions expected in 2022
After deliberation, the daily related party transactions expected by the company in 2022 are necessary and feasible for the normal operation and management of the company; Related party transactions follow the principles of fairness, impartiality and rationality, comply with relevant laws and regulations and the provisions of the measures for the administration of related party transactions of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal on daily connected transactions in 2022.
7、 Independent opinions on the proposal on carrying out forward foreign exchange settlement and sales business in 2022
After deliberation, in combination with the export budget of 2022, the company plans to carry out foreign exchange forward settlement and sales business with banks in 2022, and estimates the cumulative amount of foreign exchange forward settlement and sales business, which is an effective measure to prevent foreign exchange market risks and improve the use efficiency of foreign exchange funds. The estimated pricing follows the principle of fair and just market, and there is no situation that damages the interests of the company and shareholders. Therefore, we unanimously agree to the contents of the proposal on carrying out forward foreign exchange settlement and sales business in 2022 and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on using some idle raised funds for cash management
After deliberation, it is necessary and feasible to use some idle raised funds for cash management this time, which is conducive to improving the use efficiency of raised funds, increasing the company’s income without affecting the construction of raised investment projects and changing the purpose of raised funds, and there is no damage to the interests of the company and all shareholders. Therefore, we unanimously agree to the content of the proposal on cash management using some idle raised funds.
9、 Independent opinions on the proposal on the use of self owned funds to increase the investment of some raised investment projects and the change and extension of the implementation location of some raised investment projects
After deliberation, the company’s use of its own funds to increase the investment of some raised investment projects, change the implementation location of some raised investment projects and extend the construction cycle is in line with the company’s strategic planning and arrangement, and in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the measures for the management of raised funds of companies and other relevant provisions, It is conducive to the better implementation of the company’s raised investment projects and the long-term development of the company, and there is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree to the content of the proposal on using our own funds to increase the investment of some raised investment projects and the change and extension of the implementation location of some raised investment projects, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal on changes in accounting policies
After deliberation, this accounting policy change is a reasonable change in accordance with the relevant provisions of the accounting department of the Ministry of Finance on the implementation of Q & A. the changed accounting policy can objectively and fairly reflect the company’s financial situation and operating results without damaging the interests of the company and shareholders. This change will not have a significant impact on the financial report. Therefore, we unanimously agree on the contents of the proposal on changes in accounting policies.
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