Guangdong Lyric Robot Automation Co.Ltd(688499)
Independent opinions of independent directors on matters related to the ninth meeting of the second board of directors
In accordance with the requirements of the company law of the people's Republic of China, the Guangdong Lyric Robot Automation Co.Ltd(688499) articles of association, the Guangdong Lyric Robot Automation Co.Ltd(688499) rules of work for independent directors and other regulations, as an independent director of the second board of directors of Guangdong Lyric Robot Automation Co.Ltd(688499) (hereinafter referred to as "the company"), in order to effectively safeguard the interests of the company and shareholders, we have reviewed the relevant proposals of the ninth meeting of the second board of directors of the company, and now express independent opinions on relevant matters as follows:
1、 Independent opinions on the proposal on the company's internal control evaluation report in 2021
After carefully consulting the internal control evaluation report of Guangdong Lyric Robot Automation Co.Ltd(688499) 2021, we believe that the company's internal control system meets the relevant requirements of relevant national laws, regulations and regulatory authorities, and there is no significant deviation in the actual implementation process. During the reporting period, the company did not have major defects in internal control over financial reporting and non-financial reporting, nor did it affect the evaluation conclusion of the effectiveness of internal control. By the end of the reporting period, the actual situation of corporate governance had met the requirements of the normative documents on the governance of listed companies issued by the CSRC.
Therefore, we unanimously agree to the proposal on the company's 2021 annual internal control evaluation report.
2、 Independent opinions on the proposal on the company's profit distribution plan in 2021
The company's profit distribution plan for 2021 is: Based on the total share capital registered on the date of equity distribution, distribute cash dividends of RMB 2.70 (including tax) to all shareholders for every 10 shares. As of April 7, 2022, the total share capital of the company is 88 million shares. Based on this calculation, it is expected to distribute a cash dividend of 23.76 million yuan (including tax), accounting for 11.19% of the net profit attributable to the shareholders of the parent company in 2021. No capital reserve will be converted into share capital and no bonus shares will be given in this year. If the total share capital of the company and the number of shares to be distributed change before the equity registration date of equity distribution, the total amount to be distributed will remain unchanged, and the distribution proportion per share will be adjusted accordingly.
In 2021, the company implemented a semi annual cash dividend scheme. Based on the total share capital of 88 million shares, the company distributed a cash dividend of RMB 3.20 (tax included) for every 10 shares, with a total cash dividend of RMB 28.16 million (tax included), which was completed in October 2021. The total amount of cash dividends to be distributed by the company twice in 2021 is 51.92 million yuan (including tax), accounting for 24.45% of the company's net profit attributable to the parent company in 2021.
We believe that the company's profit distribution plan for 2021 meets the requirements for cash dividends in the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association. The profit distribution plan matches the development status and capital needs of the company, and there is no situation that damages the legitimate rights and interests of the company's shareholders, especially the minority shareholders.
Therefore, we unanimously agree to the proposal on the company's profit distribution plan for 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
3、 Independent opinions on the proposal on the special report on the deposit and use of the company's raised funds in 2021
The deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidelines for the listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the regulatory guidelines for the listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, and the raised funds are stored and used in a special account, Timely perform the obligation of information disclosure, and there is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
Therefore, we unanimously agree to the proposal on the special report on the deposit and use of the company's raised funds in 2021.
4、 Independent opinions on the proposal on the 2022 annual salary plan of the company's directors and the proposal on the 2022 annual salary plan of the company's senior managers
We have reviewed the remuneration plan of directors and senior managers of the company in 2022 and believe that the company determines the remuneration level of directors and senior managers according to the scope, responsibilities and importance of their positions and the remuneration level of other relevant enterprise positions, which is conducive to the healthy and stable development of the company, meets the needs of the long-term development of the company and does not damage the interests of the company and minority shareholders.
Therefore, we unanimously agree to the proposal on the 2022 annual remuneration plan of the company's directors and the proposal on the 2022 annual remuneration plan of the company's senior managers, and agree to submit the proposal on the 2022 annual remuneration plan of the company's directors to the 2021 annual general meeting for deliberation.
5、 Independent opinions on the proposal on the company's continuing employment of accounting firms
We believe that the company's renewal of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's 2022 financial report and internal control audit institution complies with the relevant provisions of the Ministry of Finance and the CSRC. The deliberation and voting procedures of the company's renewal of the accounting firm comply with relevant laws and regulations and will not damage the legitimate rights and interests of all shareholders.
Therefore, we unanimously agree to the proposal on the company's continued employment of accounting firms and agree to submit the proposal to the 2021 annual general meeting for deliberation.
6、 Independent opinions on the proposal of the company to use part of its own funds for cash management
On the premise of meeting the normal production and operation and capital safety, the company will idle its own funds to purchase financial products in order to effectively improve the efficiency of capital use. The capital financing business carried out by the company is supervised by the audit department, independent directors and the board of supervisors of the company, which can effectively control the corresponding risks, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
Therefore, we unanimously agree to the proposal on the company's plan to use part of its own funds for cash management. 7、 Independent opinions on the proposal of the company and its subsidiaries applying for comprehensive credit line and providing guarantee expectation for subsidiaries in 2022
The prediction of the comprehensive credit line and guarantee line of the company and its subsidiaries is to meet the capital needs of operation and development, strengthen the development ability of related businesses of subsidiaries, promote the steady development of business of related subsidiaries, and comply with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to the proposal on the application of comprehensive credit line and guarantee expectation for subsidiaries by the company and its subsidiaries in 2022, and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation. 8、 Independent opinions on the proposal on the company's proposed financial derivatives trading business
The company's financial derivatives trading business is based on specific business operations, with the purpose of reducing and preventing the risk of exchange rate fluctuations and the goal of protecting the company's normal operating profits. The decision-making procedures for carrying out financial derivatives trading business comply with the relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, will not have an adverse impact on the company's business activities, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to the proposal on the company's proposed financial derivatives trading business and agree to submit the proposal to the 2021 annual general meeting for deliberation.
9、 Independent opinions on the proposal on the company's provision for asset impairment loss and credit impairment loss in 2021
The provision of asset impairment loss and credit impairment loss this time complies with the relevant provisions of the accounting standards for business enterprises and the company's accounting policies. After the impairment loss is accrued, the company's financial statements can more fairly reflect the company's financial situation and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and there is no damage to the interests of the company and all shareholders.
Therefore, we unanimously agree to the proposal on the company's provision for asset impairment loss and credit impairment loss in 2021. (no text below)
