Beijing Aerospace Changfeng Co.Ltd(600855)
Independent opinions of independent directors on relevant matters
As an independent director of Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as “the company”), in accordance with the opinions on establishing an independent director system in listed companies, the requirements of the standards for the governance of listed companies, the notice on doing a good job in the disclosure of 2021 annual report of companies listed on the main board and the articles of association of Shanghai Stock Exchange, we are in a prudent and responsible attitude and based on an independent, prudent and objective position, According to the information provided by the board of directors of the company and the introduction of relevant businesses, the following independent opinions are expressed on the relevant matters of the 21st Meeting of the 11th board of directors of the company:
1、 Independent opinions of independent directors on the company’s profit distribution plan for 2021
We believe that the company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the articles of association and the guidelines for cash dividends of listed companies on Shanghai Stock Exchange, which is conducive to the protection of the interests of all shareholders and small and medium-sized investors and the sustainable, stable and healthy development of the company. We agree to the profit distribution plan of the board of directors and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions of independent directors on expected daily connected transactions in 2022
We have carefully reviewed the company’s expected daily related party transactions in 2022. It is believed that the daily related party transactions of the company are to meet the needs of business development in the process of production and operation. The pricing of related party transactions is based on the market price and reflects the principles of fairness, impartiality and rationality. The related party transactions of the company comply with the provisions of relevant laws and regulations and will not damage the legitimate rights and interests of the company, unrelated shareholders and minority shareholders; The proposal of the company’s daily connected transactions needs to be submitted to the general meeting of shareholders for deliberation. During the deliberation and voting of the board of directors, the connected directors avoided voting, and its approval procedures comply with the requirements of the stock listing rules and the articles of association of Shanghai Stock Exchange.
3、 Special instructions and independent opinions of independent directors on the company’s accumulated and current external guarantees and fund occupation
In accordance with the relevant provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice of the CSRC and CBRC on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), as an independent director of the company, after investigating and understanding the relevant situation, and listening to the opinions of the board of directors Based on the opinions of the board of supervisors and relevant personnel at the management level and in line with the principle of seeking truth from facts, the following special instructions are made on the company’s accumulated and current external guarantees and fund occupation in 2021:
1. In addition to the normal operating capital transactions with related parties, the company has not occupied the company’s funds by controlling shareholders and other related parties in violation of regulations;
2. As of December 31, 2021, the company has not provided guarantee for the controlling shareholder, other related parties holding less than 50% of the company, any unincorporated unit or individual;
3. The decision-making procedures for external guarantee formulated by the company comply with the provisions of relevant laws, regulations and rules and the articles of association. The information disclosure is complete and the risks of external guarantee can be fully revealed.
4、 Independent opinions on the provision of goodwill impairment of holding subsidiaries Aerospace Jingyi and aerospace Baike
According to the relevant provisions of the accounting standards for business enterprises and accounting policies, in accordance with the principle of prudence and in combination with the actual situation of the company, we believe that the provision for goodwill impairment of aerospace Jingyi and aerospace Burke, the holding subsidiaries, is in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, and does not harm the interests of the company and minority shareholders. After the provision for impairment is made, the financial situation and operating results of the company can be more fairly reflected, Based on the above opinions, we agree to the proposal on withdrawing the goodwill impairment of aerospace Jingyi and aerospace Burke, the holding subsidiaries.
5、 Independent opinions on the provision for impairment of long-term equity investment of aerospace Jingyi, a holding subsidiary
After verification, the basis for the provision of asset impairment standards in 2021 is sufficient and in line with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. After the provision of asset impairment, the financial statements more fairly reflect the asset value and operating results of the company, help to provide investors with more authentic, reliable and accurate accounting information, and there is no situation that damages the interests of the company and all shareholders. Therefore, as an independent director, we agree with the company to withdraw the provision for asset impairment. 6、 Independent opinions of independent directors on self-evaluation of the company’s internal control
According to the notice of the State Council on Approving and transmitting the opinions of the CSRC on improving the quality of listed companies (GF [2005] No. 34), the basic norms of enterprise internal control and relevant supporting guidelines, the following opinions are hereby expressed on the company’s 2021 internal control self-evaluation report: the company has established a relatively perfect internal control system, and the internal control system is legitimate, reasonable and effective, A relatively complete risk assessment and risk management system has been established. The company’s corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control systems, and the possible internal and external risks in all links of the activities have been reasonably controlled. Therefore, the company’s internal control is effective, and no major defects in the design or implementation of internal control are found.
7、 Independent opinions of independent directors on applying for comprehensive credit from Shanghai Pudong Development Bank
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 Listing Rules of Shanghai Stock Exchange and the articles of association of the CSRC, as an independent director of the company, I hereby express the following opinions on the company’s application for comprehensive credit from Shanghai Pudong Development Bank in 2022:
In order to better protect the business needs of the company (including holding subsidiaries), reduce financial costs, simplify operation procedures and improve capital use efficiency, all levels of sub units plan to apply to commercial banks for a comprehensive credit line of RMB 2.965 billion in 2022. This credit application is conducive to raising funds efficiently and smoothly, reducing financing costs, further promoting the sustainable and stable development of the company, and is in line with the overall interests of the company. The deliberation and voting procedures of this credit application comply with the relevant provisions of the company law and the articles of association, and there is no damage to the company and minority shareholders.
8、 Independent opinions of independent directors on the renewal of the accounting firm in 2022
After verification, Zhitong Certified Public Accountants (special general partnership) has rich experience and professional quality in the audit of listed companies. During the period of serving as the company’s audit institution, it can scrupulously abide by its duties, follow independent, objective and impartial professional standards, and the audit report issued for the company fairly and objectively reflects the company’s financial status and operating results. The procedures of the company’s re employment of the audit institution this time comply with the provisions of relevant laws and regulations and the articles of association, which is conducive to maintaining the continuity and stability of the audit work and does not damage the interests of the company and shareholders. Therefore, we unanimously agree to continue to employ Zhitong Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions of independent directors on related party transactions of the financial cooperation agreement signed between the company and Aerospace Science and Industry Finance Co., Ltd
As an independent director, he carefully considered the related party transactions of the financial cooperation agreement signed between the company and Aerospace Science and Industry Finance Co., Ltd. (hereinafter referred to as the finance company), and believed that the signing of the financial cooperation agreement between the company and the finance company is conducive to the company to develop financing channels, increase financing methods and reduce financing costs, which is in line with the needs of the company’s business development. This connected transaction followed the principles of fairness and reasonableness and did not harm the interests of the company and other shareholders, especially medium and small shareholders and non connected shareholders. We agree to the proposal and submit it to the general meeting of shareholders of the company for deliberation. 10、 Independent opinions of independent directors on changes in accounting policies of the company
The independent directors of the company believe that the change of accounting policy is a reasonable change in accordance with the relevant provisions of the Ministry of finance. The changed accounting policy can objectively and fairly reflect the financial status and operating results of the company without damaging the interests of the company and shareholders. The decision-making procedures of this accounting policy change comply with the provisions of relevant laws, regulations and the articles of association. This change will not have a significant impact on the financial report. Therefore, we agree to the change of the company’s accounting policies. (no text below)
(there is no text on this page, which is the signature page of the independent opinions of Beijing Aerospace Changfeng Co.Ltd(600855) independent directors on relevant matters)
Independent director: Yue Cheng
Ben zhe Wang
Hui Rutai
March 30, 2022
