Shenzhen Success Electronics Co.Ltd(002289) independent director
Independent opinions on matters related to the 15th meeting of the 5th board of directors
In accordance with the provisions of the company law, the securities law, the rules for independent directors of listed companies, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standard operation of listed companies on the main board, and the articles of association of Shenzhen Success Electronics Co.Ltd(002289) (hereinafter referred to as the “company”), as independent directors of the company, we are conscientious and Responsible attitude, after reviewing the relevant proposal materials considered at the 15th meeting of the 5th board of directors of the company, and based on the position of independent judgment, I express the following independent opinions on the relevant deliberations of the 15th meeting of the 5th board of directors of the company:
1、 Independent opinions on the 2021 annual financial statement report
We believe that the company’s 2021 annual audit report submitted by Lianda Certified Public Accountants (special general partnership) (hereinafter referred to as “Lianda certified public accountants”) has been reviewed and approved by the audit committee of the board of directors. The audit report truly reflects the company’s assets and operating conditions. The company’s 2021 annual financial statement report is consistent with the audit report and the situation we know. We unanimously approved the proposal and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on 2021 profit distribution plan
By the end of 2021, the company’s profit available for distribution was negative and did not meet the cash dividend conditions specified in the articles of association. Therefore, the company did not distribute profits, distribute cash dividends, give bonus shares or increase share capital with capital reserve in 2021.
After verification, we believe that the company’s profit distribution plan for 2021 is in line with the actual situation of the company, the articles of association, the shareholder return plan for the next three years (20212023) and the relevant requirements of relevant laws and regulations on profit distribution, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. Therefore, we agree to the company’s 2021 profit distribution plan and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on self-evaluation of internal control in 2021
After verification, we believe that the company has established a relatively perfect internal control system, which meets the requirements of relevant laws, regulations, securities regulatory authorities and the actual needs of the company’s operation and management, and can effectively ensure the standardized operation and steady development of the company. The company continues to improve the control environment, improve the company’s management structure, pay attention to risk assessment, strengthen control over major matters such as related party transactions, external guarantees, investment decisions and information disclosure, supervise various daily business activities, ensure the orderly operation of the company and promote the full realization of business objectives. The self-evaluation report on internal control in 2021 and the self-examination form for the implementation of internal control rules prepared by the company truly and objectively reflect the actual situation of the construction and operation of the company’s internal control. We agree with the 2021 internal control evaluation report and the self inspection form for the implementation of internal control rules submitted by the board of directors of the company.
4、 Independent opinions on the renewal of accounting firm
After verification, Lianda certified public accountants has the qualification for securities and futures related business, professional competence and investor protection ability, good integrity level and professional ethics, and can maintain independence in the audit work. During the period of serving as the company’s 2021 audit institution, Lianda accounting firm scrupulously abided by its duties, followed the professional standards of independence, objectivity and impartiality, and better completed all the work of the company’s 2021 audit. The company’s review and decision-making procedures for the renewal of Lianda certified public accountants comply with relevant laws and regulations, the articles of association and other relevant provisions. Therefore, we unanimously agree to renew the appointment of Lianda certified public accountants as the company’s audit institution in 2022, and agree to submit the matter to the company’s 2021 annual general meeting for deliberation. 5、 Independent opinions on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 and formulating the remuneration plan in 2022
After verification, we believe that the salary scheme complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the company’s performance appraisal mechanism, which is conducive to stimulating the enthusiasm and creativity of directors, supervisors and senior managers paid in the company; The remuneration of the company’s directors and senior managers is determined by the remuneration and assessment committee of the board of directors. The related directors and supervisors abstain from voting on the proposal on the remuneration of directors, supervisors and senior managers and submit it to the 2021 annual general meeting of shareholders of the company for deliberation. The deliberation and decision-making procedures comply with relevant laws and regulations and the articles of association of the company.
6、 Independent opinions on by election of directors
The nomination of Mr. Ma Changshui as a candidate for non independent director of the 5th board of directors of the company has been approved by the nominee himself. The nomination procedure complies with the relevant provisions of the company law and other laws and regulations and the articles of association, and the voting procedure is legal and effective. After verification, Mr. Ma Changshui has the necessary working experience to perform relevant duties, has the qualification of serving as a director of a listed company specified in relevant laws and regulations and the articles of association, and does not have the situation prohibited by Article 146 of the company law, and does not have the situation specified in Article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. Therefore, we agree to nominate Mr. Ma Changshui as a candidate for non independent director of the 5th board of directors of the company and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on requesting the general meeting of shareholders to extend the validity period of the resolution of the general meeting of shareholders on the issuance of shares, the payment of cash to purchase assets, the raising of supporting funds and related party transactions, and the authorization period of the general meeting of shareholders to authorize the board of directors to handle matters related to the transaction
1. The proposal submitted to the 15th meeting of the 5th board of directors for deliberation has been approved by us in advance before being submitted to the board of directors for deliberation;
2. In view of the fact that the work related to the issuance of shares, the payment of cash to purchase assets, the raising of supporting funds and related party transactions (hereinafter referred to as “this transaction”) is still in progress, we believe that the extension of the validity period of the resolution of the general meeting of shareholders and the authorization period of the general meeting of shareholders authorizing the board of directors to handle matters related to this transaction are in line with the actual situation of this transaction, It is conducive to the smooth promotion and implementation of the work related to this transaction, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
3. The convening and voting procedures of the board of directors comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
In conclusion, we agree to extend the validity of the resolution of the general meeting of shareholders of this transaction and the authorization period of the general meeting of shareholders authorizing the board of directors to handle matters related to this transaction, and agree to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Shenzhen Success Electronics Co.Ltd(002289) independent director’s independent opinions on matters related to the 15th meeting of the 5th board of directors) signed by the independent director:
Wu Yupu, Shen Bazhong, Rao Yanchao
April 6, 2002
