Zhejiang Dayuan Pumps Industry Co.Ltd(603757) independent director
Independent opinions on matters related to the ninth meeting of the third board of directors of the company
As an independent director of Zhejiang Dayuan Pumps Industry Co.Ltd(603757) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the provisions of Zhejiang Dayuan Pumps Industry Co.Ltd(603757) articles of Association, based on the principles of good faith, diligence and prudence, we express the following independent opinions on the relevant matters considered at the ninth meeting of the third board of directors of the company based on our independent judgment:
1、 Independent opinions on the 2021 internal control evaluation report of the company
We believe that the company has established a relatively complete internal control management system, and all internal control systems comply with the requirements of relevant national laws, regulations and regulatory authorities, and are effectively implemented to ensure the normal operation and management of the company. We believe that the company has prepared the internal control self-evaluation report in accordance with relevant regulations, which truly, accurately and comprehensively reflects the actual situation of the company’s internal control.
2、 Independent opinions on the company’s profit distribution plan in 2021
We believe that the profit distribution plan for 2021 proposed by the board of directors of the company has fully considered the development status, future development plan and cash flow of the company, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. The proposal has fulfilled the necessary deliberation procedures and complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange and other relevant laws and regulations, as well as the company charter. In view of the above, we agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
The deposit and actual use of the company’s raised funds comply with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the company’s measures for the management of raised funds. The investment projects of raised funds are implemented normally and orderly, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. In view of the above, we agree to the motion.
4、 Independent opinions on the proposal of daily related party transactions in 2022
The related party transactions between the company and its subsidiaries and related parties in 2021 are true and effective, follow the principles of equality, voluntariness, equivalence and compensation, and the terms determined in the relevant agreements are fair and reasonable, without damaging the interests of the company and its shareholders; The prediction of daily connected transactions in 2022 meets the needs of the company’s production and operation development, and the determination principle of relevant transaction prices is fair and reasonable, which is in line with the interests of the company and all shareholders. Agree to the matter.
5、 Opinions on the renewal of independent accounting firm
Since serving as the company’s annual financial report and internal control audit institution, Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin”) has been able to carry out audit work and maintain independence in accordance with the requirements of relevant national laws and regulations, complete the annual report audit entrusted by the company in time, have high professionalism, and do not damage the interests of the company and its shareholders, especially the medium and small shareholders. Lixin has corresponding professional qualification and competence. Based on the above situation, we unanimously agree on this matter, agree on the amount and determination method of relevant expenses, and agree to submit relevant proposals to the board of directors and the company’s 2021 annual general meeting for deliberation.
6、 Independent opinions on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 and formulating the remuneration plan in 2022
We have carefully reviewed relevant materials and carefully verified the remuneration of directors, supervisors and senior managers of the company in 2021. We agree that the assessment and remuneration of directors, supervisors and senior managers of the company in 2021 can be implemented in strict accordance with relevant systems of the company, and the assessment system and remuneration payment procedures formulated by the company comply with relevant laws, regulations and the articles of association, Conform to the actual situation of the company, and there is no situation that damages the interests of the company and its shareholders; Meanwhile, the remuneration plan of directors, supervisors and senior executives formulated by the company in 2022 complies with the provisions of the articles of association and other relevant systems. In conclusion, we agree to the proposal and agree to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on repurchase and cancellation of some restricted shares
The company repurchases and cancels the restricted shares that have been granted but not lifted held by the resigned incentive objects of the 2020 restricted stock incentive plan, as well as the second lifting period of the first granting part of the 2020 restricted stock incentive plan, the second lifting period of the deferred granting part of the first granting of the 2020 restricted stock incentive plan The restricted shares that have not reached the unlocking conditions for the first release period of the reserved grant part of the restricted stock incentive plan in 2020 will be repurchased and cancelled, which is in line with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s restricted stock incentive plan in 2020, and the decision-making procedures for repurchase and cancellation are legal and compliant. The share repurchase plan formulated by the company complies with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s 2020 restricted stock incentive plan, and there is no situation that damages the interests of the company and shareholders. We agree that the company will repurchase and cancel some restricted shares this time. (no text below)
(there is no text on this page, which is the signature page of the independent opinions of Zhejiang Dayuan Pumps Industry Co.Ltd(603757) independent directors on matters related to the ninth meeting of the third board of directors of the company)
Independent directors of the company:
Zhang Xiansheng, Ma Guixiang, LV jiuqin
specific date
