Shanghai Prosolar Resources Development Co.Ltd(600193) independent director
Independent opinions on matters related to the 9th meeting of the 8th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and the independent director system of the company, as independent directors of Shanghai Prosolar Resources Development Co.Ltd(600193) (hereinafter referred to as "the company"), after carefully reviewing the relevant proposals considered at the 9th meeting of the eighth board of directors of the company, The independent opinions are as follows: 1. Independent opinions on the renewal of the accounting firm
Upon examination, zhongxinghua Certified Public Accountants (special general partnership) has the qualification of securities industry, has the necessary professional knowledge and relevant working experience, is a strong and reputable accounting firm, can adhere to the principle of independent audit in the process of practice, can issue various professional reports for the company on time, and objectively and fairly reflect the financial status and operating results of the company. The employment procedure of the company's renewed accounting firm complies with the relevant provisions of laws, regulations and the articles of association, and the review procedure is sufficient and appropriate. In order to ensure the continuity and integrity of the company's audit work, we agree that the company will continue to employ zhongxinghua Certified Public Accountants (special general partnership) as the audit institution of the company's 2022 financial report and internal control audit institution for one year, which will be submitted to the general meeting of shareholders for deliberation. 2、 Independent opinion on the completion of performance commitments
After verification, we believe that the special audit report on the completion of performance commitments of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. in 2021 issued by zhongxinghua Certified Public Accountants (special general partnership) complies with the relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and truly, accurately and completely reflects the financial situation and operating results of Dongjiang decoration in 2021. 3、 Independent opinions on profit distribution in 2021
After verification, we believe that the company's profit distribution plan for 2021 complies with the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, the guidelines for cash dividends of listed companies issued by the Shanghai Stock Exchange and the articles of association. No profit distribution is conducive to enhancing the cash guarantee for the future development of the company and in line with the fundamental interests of shareholders, There is no situation that damages the interests of the company's shareholders, especially the minority shareholders. We agree to the 2021 profit distribution plan of the company and submit it to the general meeting of shareholders for deliberation. 4、 Independent opinions on the internal control evaluation report of the company in 2021
The 2021 internal control evaluation report of the company has been reviewed and approved by the audit committee of the company. The report comprehensively and accurately reflects the true internal control situation of the company. The internal control system established by the company meets the requirements of the basic norms of enterprise internal control. In 2021, the company's relevant internal control implementation procedures were effective. At present, the company has not found any major defects in the design or implementation of internal control. 5、 Independent opinions on the provision for impairment of goodwill
According to the audit report issued by zhongxinghua Certified Public Accountants (special general partnership) (zhongxinghuashen Zi (2022))
No. 410029), Dongjiang decoration achieved an audited performance of 8.4582 million yuan in 2021 (according to the equity transfer agreement)
(excluding the impact of net profit from related party transaction business income), the company has achieved a cumulative performance of 463341 million yuan. The performance commitment in 2020 has not been realized, which does not meet the expectation, and there are signs of impairment.
In order to truly reflect the asset value and financial status of the company, in accordance with the accounting standards for business enterprises and other relevant provisions, combined with the actual operation and asset status of the enterprise, and based on the principle of prudence, the company conducted an impairment test on the above goodwill on December 31, 2021, and hired Tianjin Zhonglian Asset Appraisal Co., Ltd. for evaluation. We agree to the proposal of making provision for goodwill impairment and submit it to the general meeting of shareholders of the company for deliberation. 6、 Independent opinion on the sale of 60% equity and related party transactions of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. the company transferred 60% equity of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. to Shanghai wumutian Technology Development Co., Ltd., which constituted a related party transaction. The directors of the company participated in the voting and agreed to the proposal of related party transactions, and the voting procedures were in line with the provisions of relevant laws and regulations.
The appraisal institution and audit institution employed by the company in this transaction have relevant qualification certificates and professional qualifications to engage in relevant work; There is no other related relationship between these institutions and their handling appraisers and auditors, the company and the counterparty except for the normal business relationship.
This connected transaction is feasible. We believe that this transaction strictly follows the principles of fairness, impartiality, voluntariness and integrity, which is in line with the interests of the company and all shareholders.
It is beneficial to the long-term development of the company, especially the long-term development of the company's small and medium-sized shareholders, and it is in line with the fundamental interests of the company's assets, especially the long-term development of the company.
We agree to this proposal and submit it to the general meeting of shareholders of the company for deliberation.
Shanghai Prosolar Resources Development Co.Ltd(600193) independent directors: Li Bo, Wang Bo March 30, 2022
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Signature page of independent opinions on matters related to the 9th meeting of the 8th board of directors
Shanghai Prosolar Resources Development Co.Ltd(600193) independent director: Li Bo: Wang Bo:
March 30, 2022
