Changshu Tianyin Electromechanical Co.Ltd(300342) independent director
Independent opinions on matters related to the 20th meeting of the Fourth Board of directors of the company
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the articles of association of the company and other relevant provisions of the CSRC, as independent directors of Changshu Tianyin Electromechanical Co.Ltd(300342) (hereinafter referred to as the “company”), based on independent judgment, We hereby express our independent opinions on the matters related to the 20th meeting of the Fourth Board of directors as follows:
1、 Independent opinions on the proposal on profit distribution plan in 2021
The profit distribution plan for this year is as follows: it is proposed to distribute cash of RMB 1.00 (tax included) for every 10 shares to all shareholders based on the total share capital of 425035113 shares of the company on December 31, 2021, with a total cash dividend of RMB 4250351130 (tax included), and the remaining undistributed profits will be carried forward for subsequent annual distribution.
According to the guidance of the CSRC on encouraging cash dividends of listed companies and giving investors stable and reasonable returns, we believe that the profit distribution proposal is in line with the actual situation of the company, there is no violation of laws and regulations, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders; Conducive to the sustainable and stable development of the company and the interests of shareholders; Agree to the distribution plan.
After reviewing the company’s profit distribution plan for 2021, we believe that this distribution plan complies with the relevant provisions of the company law and the articles of association, and the review procedure is legal and compliant. The profit distribution plan comprehensively considers the company’s profit level, future development potential and capital stock scale. The formulation of the plan pays attention to the return of shareholders, which is also conducive to the long-term development of the company. Agree to this profit distribution plan and submit this proposal to the general meeting of shareholders of the company for deliberation. 2、 Independent opinion on self evaluation report on internal control in 2021
After reviewing the internal control self-evaluation report prepared by the company and consulting the relevant documents of the company’s internal control, we believe that during the reporting period, the company’s existing internal control system met the requirements of national laws and regulations, met the actual needs of the company’s current production and operation, and played a better control and prevention role in all processes and key links of operation and management. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
After verification, the company did not occupy the company’s funds by controlling shareholders and other related parties during the reporting period, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred before and continued to the reporting period.
After verification, during the reporting period, the company did not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals.
4、 Independent opinions on related party transactions of the company in 2021
The company had no major related party transactions in 2021. The decision-making procedures of the related party transactions of the company comply with the provisions of relevant laws, regulations and the articles of association. Its fairness is based on the principle of equal compensation and fair market price. There is no violation of the principles of openness, fairness and impartiality, no internal transactions and no damage to the interests of the company and minority shareholders.
(no text below)
(this page is the signature page of Changshu Tianyin Electromechanical Co.Ltd(300342) independent directors’ independent opinions on matters related to the 20th meeting of the Fourth Board of directors, with no text) signatures of all independent directors:
Zhang Mengyou Ren di
Zhou Mei
Changshu Tianyin Electromechanical Co.Ltd(300342) board of directors April 8, 2022
