Gemac Engineering Machinery Co.Ltd(301048)
Independent directors’ opinions on relevant matters of the 16th meeting of the first board of directors of the company
Independent opinion of
As an independent director of Gemac Engineering Machinery Co.Ltd(301048) (hereinafter referred to as the “company”), in accordance with the relevant provisions of the company law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the Gemac Engineering Machinery Co.Ltd(301048) articles of association, Deliberated the relevant proposals considered at the 16th meeting of the first board of directors held on April 6, 2022, and expressed the following independent opinions:
1、 Independent opinions on the proposal on profit distribution plan in 2021
We believe that the company’s 2021 profit distribution plan adopts cash dividends for profit distribution based on the needs of the company’s long-term development and the shareholders’ investment income consideration system; The contents and decision-making procedures of the profit distribution plan for 2021 comply with the provisions of relevant laws and regulations, normative documents and the articles of Association; Agree to the profit distribution plan for 2021 and submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the occupation of the company’s funds and external guarantees by controlling shareholders and other related parties
In accordance with the provisions and requirements of the CSRC’s guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of the China Securities Regulatory Commission), the funds occupied by related parties and external guarantees of the company during the reporting period have been verified. Based on our independent judgment, we hereby make a special explanation on the relevant situation and express independent opinions as follows:
1. As of December 31, 2021, the capital transactions between the company and the controlling shareholders and other related parties have strictly complied with the relevant regulations. There is no illegal occupation of the company’s funds by the controlling shareholders and other related parties of the company, and there is no illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021. In accordance with the requirements of the CSRC, we have carefully compared the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of the China Securities Regulatory Commission), and believe that the company has seriously implemented the relevant provisions of the notice and has not violated the notice.
2. In 2021, the company had no external guarantee, no illegal guarantee, and no illegal guarantee accumulated from previous years to December 31, 2021. In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission) and the Listing Rules of Shenzhen Stock Exchange gem shares (revised in December 2020), the company clearly stipulates the approval authority of the board of directors and the general meeting of shareholders on guarantee matters in the articles of association, It has also formulated the external guarantee management system, which clearly stipulates the approval process of the external guarantee business of the company and its holding subsidiaries, standardizes the external guarantee behavior of the company, and effectively controls the external guarantee risk of the company. As an independent director of the company, we have carefully compared the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission) and the articles of association. We believe that the company has implemented the above relevant provisions and the requirements of the articles of association without harming the interests of the company and shareholders. We agree with the contents of the proposal, And agreed to submit the proposal to the general meeting of shareholders for deliberation.
III. independent opinions on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
After review: we believe that the special report on the deposit and actual use of raised funds in 2021 prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The special report on the deposit and actual use of the company’s raised funds in 2021 complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (revised in 2022), and truthfully reflects the actual deposit and actual use of the company’s raised funds in 2021. There are no violations in the deposit and use of raised funds. We agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent 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 the expected daily related party transactions in 2022 are required by the company’s normal production and operation activities. The transaction pricing is reasonable and fair. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company or the sustainable operation ability of the company. When the board of directors of the company voted on the above connected transactions, the connected directors withdrew according to law, and the voting procedures for connected transactions were legal and effective, in line with relevant laws and regulations and the articles of association. In view of the above reasons, all independent directors unanimously approved the actual implementation of the company’s daily connected transactions in 2021 and agreed to implement the daily connected transactions plan in 2022.
We agree with the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 formulated by the board of directors of the company, and agree that the board of directors of the company will submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on retroactive adjustment of enterprise merger under the same control
We believe that the company’s retrospective adjustment of the relevant financial statement data in the early stage of the business combination under the same control is fully based, in line with the accounting standards for business enterprises and its relevant guidelines, interpretations and other provisions on business combination under the same control. The retroactively adjusted financial statements objectively and truly reflect the company’s financial situation, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the retroactive adjustment of the company.
6、 Independent opinions on the proposal on the self-evaluation report of the company’s internal control in 2021
According to the provisions and requirements of relevant laws and regulations, the company has established an internal control system and self evaluated the effectiveness of internal control design and operation in 2021. The 2021 internal control self evaluation report of Jinying Heavy Machinery Co., Ltd. truly reflects the basic situation of the company’s internal control and is in line with the current situation of the company’s internal control. We agree with the contents of the report.
7、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
We believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) was responsible, diligent, familiar with the company’s business, audited the company’s financial situation in strict accordance with the relevant provisions of current laws and regulations, showed a high professional level, and gave positive suggestions and help to the standardized operation and relevant management of the company.
Ernst & Young Huaming Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, and is in good faith. The appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) can ensure the quality of the company’s audit work and protect the interests of the company and other shareholders, especially the interests of minority shareholders. We agree to maintain the consistency of the financial report of Ernst & young as the general auditor of the partnership in 2022.
In conclusion, we agree to renew the appointment of 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 general meeting of shareholders for deliberation.
8、 Independent opinions on the proposal on the remuneration (allowance) of directors and the remuneration of senior managers of the company in 2022
The board of directors and the remuneration and assessment committee of the board of directors have inspected the performance of directors and senior managers of the company in 2021. The remuneration of directors and senior managers is determined in strict accordance with the relevant systems of the company, and in combination with the current operation and management status of the company, in order to further mobilize the work enthusiasm and creativity of directors and senior managers, be diligent and conscientious, and solidly perform their due obligations. After careful deliberation, we believe that the remuneration scheme is in line with the actual situation of the company. We agree with the remuneration scheme of directors and senior executives and agree to submit the scheme to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on formulating the measures for assessing the business performance of Gemac Engineering Machinery Co.Ltd(301048) principals
We believe that the measures for assessing the business performance of Gemac Engineering Machinery Co.Ltd(301048) principals to be formulated by the company does not violate laws, regulations and relevant provisions of securities regulatory authorities, and is in line with the actual situation of the company and the long-term development of the company. The independent directors unanimously agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. The deliberation procedures of the board of directors comply with the relevant provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders.
Independent directors: Tang Xiangxi, Zhao Zhangyan and Luo Gang
April 6, 2022
