Kede Numerical Control Co.Ltd(688305)
Independent opinions of independent directors on matters related to the 22nd Meeting of the second board of directors
In accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the Kede Numerical Control Co.Ltd(688305) articles of association and other relevant provisions of the CSRC, as independent directors of Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as “the company”), we express the following independent opinions on the relevant matters considered at the 22nd Meeting of the second board of directors of the company:
1、 Independent opinions on the proposal on the company’s profit distribution plan for 2021
The company’s profit distribution plan for 2021 fully considers the current development stage of the company, the current capital situation and the development needs of actual production and operation in the future, The relevant contents and decision-making procedures do not violate the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the guidelines for the supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, which is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. As an independent director of the company, we unanimously agree on the contents of the profit distribution plan for 2021 proposed by the company.
2、 Independent opinions on the proposal on changes in accounting policies
This accounting policy change is a reasonable change made by the company in accordance with the relevant provisions on the implementation of accounting standards for business enterprises issued by the accounting department of the Ministry of Finance on November 2, 2021. The changed accounting policy can objectively and fairly reflect the company’s financial status and operating results. The decision-making procedure of this accounting policy change complies with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. As an independent director of the company, we unanimously agree to the changes in the company’s accounting policies.
3、 Independent opinions on the proposal on re employment of the company’s audit institution and internal control audit institution in 2022
Lixin Certified Public Accountants (special general partnership) is qualified to engage in securities related business, has many years of experience in providing audit services for listed companies, and meets the requirements of providing professional audit work for the company. The company’s re employment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution and internal control audit institution in 2022 complies with the provisions of relevant laws and regulations and will not damage the interests of the company and all shareholders, especially minority shareholders. The decision-making process of the company’s renewed appointment of accounting firm complies with relevant laws and regulations and the relevant provisions of the articles of association. As an independent director of the company, we unanimously agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution and internal control audit institution in 2022 for one year.
4、 Independent opinions on the proposal on the prediction of the company’s daily connected transactions
The daily related party transactions expected to occur by the company are based on the needs of normal production, operation and business development. The transaction price is determined by both parties through consultation with reference to the market price, and follows the principles of equality, voluntariness, fairness and impartiality. It will not have an adverse impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, The company will not form significant dependence on related parties due to the above related party transactions, which will not affect the independence of the company. When the board of directors of the company considered the proposal, the related directors have avoided voting, and the decision-making procedures comply with relevant laws and regulations and the articles of association. As an independent director of the company, we unanimously agree to the proposal on the prediction of the company’s daily connected transactions.
5、 Independent opinions on the proposal on the special report on the deposit and actual use of raised funds in Kede Numerical Control Co.Ltd(688305) 2021
The company deposits, manages and uses the raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the management system of raised funds of companies and other relevant provisions. There is no illegal deposit and use of raised funds, and there is no damage to the overall interests of the company and all shareholders, especially small and medium-sized shareholders. The special report on the deposit and actual use of raised funds in Kede Numerical Control Co.Ltd(688305) 2021 truthfully reflects the actual situation of the company’s deposit and use of raised funds in 2021. The content is true, accurate and complete, and there are no false records, misleading statements or major omissions. As an independent director of the company, we unanimously agree on the contents of the special report on the deposit and actual use of raised funds in Kede Numerical Control Co.Ltd(688305) 2021.
6、 Independent opinions on the proposal on confirming the remuneration of directors in 2021 and determining the remuneration scheme in 2022
The company’s directors’ remuneration in 2021 and the remuneration plan in 2022 are comprehensively determined according to the remuneration level of the company’s industry and region, combined with the company’s actual operation, assessment system and post responsibilities, in line with relevant laws and regulations and the relevant provisions of the articles of association, and there is no damage to the overall interests of the company and all shareholders, especially small and medium-sized shareholders. All directors of this proposal avoid voting and directly submit it to the general meeting of shareholders for deliberation. As an independent director of the company, we unanimously agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on confirming the remuneration of senior managers of the company in 2021 and determining the remuneration scheme in 2022
The remuneration of the company’s senior managers in 2021 and the remuneration scheme in 2022 are comprehensively determined according to the remuneration level of the company’s industry and region, and in combination with the company’s actual operation, assessment system and post responsibilities. There is no situation that damages the overall interests of the company and all shareholders, especially small and medium-sized shareholders. When the board of directors of the company considered the proposal, the related directors have avoided voting, and the decision-making procedures comply with relevant laws and regulations and the articles of association. As an independent director of the company, we unanimously agree on the salary of the company’s senior managers in 2021 and the plan to determine the salary in 2022.
8、 Independent opinions on the proposal on by election of independent directors of the second board of directors of the company
1. After reviewing the personal resume and other relevant materials of Mr. Zhao Ming, the candidate for independent director of the company, and understanding his work experience. We agree that the educational background, working experience, professional ability and professional quality of the candidate for independent director meet the requirements of the position to be held, and we have not found that Mr. Zhao Ming, the candidate for independent director to be elected, is not allowed to serve as an independent director as stipulated in the company law, the articles of association and the rules for independent directors of listed companies, It has not been found that it has been identified as a market prohibited person by the CSRC and the prohibition has not been lifted, or has been subject to any punishment and punishment by the CSRC and Shanghai Stock Exchange.
2. This by election of independent directors has been reviewed and approved by the nomination committee of the board of directors of the company. The nomination, deliberation and voting procedures of independent director candidates are legal and effective, and comply with relevant laws and regulations and the articles of association.
As an independent director of the company, we unanimously agree to the nomination of Mr. Zhao Ming, the candidate for independent director, and agree to submit it to the general meeting of shareholders for deliberation after being examined and approved by Shanghai Stock Exchange.
9、 Independent opinions on the proposal on the company and its holding subsidiaries using idle self owned funds for cash management
Under the condition of ensuring that the safety and normal production and operation of its own funds are not affected, the company and its holding subsidiaries use idle own funds of no more than 200 million yuan for cash management, and purchase investment products sold by financial institutions with high safety, good liquidity and legal operation qualification, which is conducive to improving the use efficiency of idle own funds of the company and its holding subsidiaries and is in line with the principle of maximizing the interests of the company and shareholders. Relevant decision-making procedures comply with relevant laws and regulations and the relevant provisions of the articles of association, and there is no situation that damages the overall interests of the company and all shareholders, especially minority shareholders. As an independent director of the company, we unanimously agree to the proposal on the use of idle self owned funds for cash management by the company and its holding subsidiaries.
10、 Independent opinion on the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures. The contents of the proposal comply with relevant laws and regulations and the relevant provisions of the articles of association, meet the development needs of the company, the relevant decision-making procedures are legal and effective, and there is no situation that damages the overall interests of the company and all shareholders, especially small and medium-sized shareholders. As an independent director of the company, we unanimously agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
Independent director: Zhao Wanhua, sun Jihui, Liu Xu
Kede Numerical Control Co.Ltd(688305) board of directors
April 7, 2022
