Gemac Engineering Machinery Co.Ltd(301048)
Independent directors' comments on the 16th meeting of the first board of directors of the company
Prior approval opinions on relevant matters
As an independent director of Gemac Engineering Machinery Co.Ltd(301048) (hereinafter referred to as "the company"), In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem (revised in 2022), and other relevant laws and regulations, as well as the Gemac Engineering Machinery Co.Ltd(301048) articles of association, the management system of connected transactions and the working system of independent directors In accordance with the requirements of the rules and regulations, and in line with the attitude of being responsible to the company and all shareholders and the principle of independence, objectivity and impartiality, we have conducted a pre review of the relevant proposals to be considered at the 16th meeting of the first board of directors of the company. We have carefully reviewed the relevant materials provided by the company and issued the following opinions:
1、 Prior approval opinions on the proposal on the occupation of the company's funds and external guarantees by controlling shareholders and other related parties
During the reporting period, there was no illegal occupation of the company's funds by controlling shareholders and other related parties, and there was no illegal occupation of funds by related parties that occurred in previous years but continued to the reporting period. During the reporting period, the company did not provide guarantees for the company's controlling shareholders and other related parties, nor did it provide illegal external guarantees, nor did it provide illegal external guarantees that occurred in previous years but continued to the reporting period. It is agreed to submit the proposal to the 16th meeting of the first board of directors for deliberation.
2、 Prior approval opinions on the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
We believe that in the proposal, the company's daily related party transactions in 2021 and 2022 are expected to be based on the needs of the company's daily production and operation, which belong to normal commercial transactions and business activities; The transaction prices of related party transactions between the company and related parties are fairly and reasonably determined according to the market fair price, and there is no damage to the interests of the company and shareholders; The company's main business will not form significant dependence on related parties due to the related party transactions involved in the proposal, and will not affect the independence of the company.
In view of the above reasons, we unanimously approve the implementation of the company's daily connected transactions in 2021, agree to implement the daily connected transactions forecast in 2022, and agree to submit the proposal to the 16th meeting of the first board of directors for deliberation.
3、 Prior approval opinions on the proposal on renewing the appointment of audit institutions in 2022
After verification, Ernst & Young Huaming Certified Public Accountants (special general partnership) meets the relevant requirements of the securities law, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company's audit work in 2022. Considering the company's business development and the needs of the overall audit, in order to maintain the consistency and continuity of the audit work, We agree that the company will continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit the proposal to the meeting of the company's th board of directors for deliberation.
In conclusion, we unanimously agree that the company will submit the proposals related to the above matters to the 16th meeting of the first board of directors for deliberation.
Independent directors: Tang Xiangxi, Zhao Zhangyan and Luo Gang
April 6, 2022
