Jiangsu Nanfang Bearing Co.Ltd(002553)
Independent directors’ opinions on the 16th meeting of the 5th board of directors of the company
Independent opinions on relevant matters and other related matters
Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) held the 16th meeting of the 5th board of directors on April 11, 2022. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange As an independent director of the 5th board of directors of the company, based on a serious and responsible attitude and independent judgment, we express independent opinions on the relevant matters and other relevant matters considered at the meeting as follows:
1、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
In 2021, the company’s internal control activities were carried out in accordance with the provisions of various systems. The company’s internal control over related party transactions and information disclosure was strict, sufficient and effective, which met the actual needs of the company’s business activities. The internal control system ran through all aspects of the company’s business activities and formed a relatively standardized control system, which could ensure the normal production and operation of the company and reasonably control business risks. After review, we believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. The company has established a relatively perfect internal control system and can be effectively implemented. Therefore, we agree that the board of directors of the company adopts the company’s self-evaluation report on internal control in 2021.
2、 Independent opinions on the deposit and use of raised funds in 2021
According to the provisions of the company’s management system for raised funds, we have carefully checked the storage and use of the company’s raised funds in 2021 and issued the following independent opinions:
By the end of 2019, the raised funds have been used up and the special account for raised funds has been cancelled. During the reporting period, the company has no special account for raised funds. The information on the storage and use of raised funds disclosed by the company is consistent with the actual situation, and has faithfully fulfilled the obligation of information disclosure.
According to the requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the company’s foreign investment and guarantee management system, we have conducted a detailed verification of the company’s accumulated and current external guarantee as of December 31, 2021, Specific opinions are as follows:
1. In 2021, the company had no external guarantee; As of December 31, 2021, the company has no accumulated external guarantees.
2. The company has strictly complied with the company’s foreign investment and guarantee management system and relevant laws and regulations, strictly controlled and reduced the risk of foreign guarantee, and ensured the safety of the company’s assets.
Therefore, we agree to the disclosure of the company’s external guarantees in the 2021 annual report.
4、 Special instructions and independent opinions on the occupation of funds by the company, controlling shareholders and other related parties
As an independent director of the company in accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the company’s management system for preventing controlling shareholders and other related parties from occupying the funds of listed companies, We have carefully reviewed the above matters of the company, and the specific opinions are as follows:
1. In 2021, the company did not have any illegal occupation of funds by related parties, nor did it have any illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021;
2. In 2021, the company did not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals.
3. The company has established a relatively sound management system to prevent the controlling shareholders and other related parties from occupying the funds of listed companies, which can effectively prevent the controlling shareholders and other related parties from occupying the company’s funds and infringing on the interests of the company, and effectively safeguard the interests of minority shareholders.
Therefore, we agree to the disclosure of the company’s 2021 annual report on the occupation of the company’s funds by the controlling shareholders and their related parties.
5、 Independent opinion on continuing the appointment of audit institutions
As an independent director of the company, we hereby express the following opinions on the company’s re employment of the audit institution in 2022: after verification, Tianheng Certified Public Accountants (special general partnership) has the qualification in the securities industry, has many years of experience and ability to provide audit services for listed companies, has sufficient independence and investor protection ability, and its audit reports for each period of the company objectively and fairly reflect the financial status and operating results of the company in each period, It is conducive to protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. Therefore, we agree to continue to employ Tianheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
6、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers in 2022
We have carefully reviewed the company’s compensation plan for directors, supervisors and senior managers in 2022, which comprehensively considers the relationship between the company’s development, shareholders’ interests and employees’ interests, conforms to the company’s development and industry compensation level, and is conducive to fully mobilize and motivate the work enthusiasm of senior managers and the sustainable development of the company. We agree to the company’s 2022 remuneration plan for directors, supervisors and senior managers, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
7、 Independent opinions on the profit distribution proposal in 2021
According to the unqualified audit report of Tianheng Shenzi (2022) No. 00758 issued by Tianheng Certified Public Accountants (special general partnership), the company plans to distribute cash dividends of RMB 2.00 (including tax) for every 10 shares to all shareholders based on the total share capital of 348 million shares at the end of 2021, with a total cash distribution of RMB 69 Shanghai Pudong Development Bank Co.Ltd(600000) . After this profit distribution, the remaining undistributed profits of the company are transferred to the next year. In this year, 0 bonus shares will be given, and the share capital will not be increased. After carefully reviewing the 2021 profit distribution plan formulated by the company, based on independent judgment, we, as independent directors of the company, agree that the distribution plan reflects the company’s return to shareholders, meets the needs of the company’s development strategy and is reasonable. Therefore, we agree with the company’s 2021 profit distribution plan and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
8、 Independent opinions on the company’s application for comprehensive credit line and guarantee from the bank
After careful consideration of the company’s plan to apply to the bank for a comprehensive bank credit line with a total amount of no more than 500 million yuan, we believe that in order to meet the needs of its own operation and development, the company has obtained a certain bank credit line, which is conducive to better capital turnover arrangement, maintain the continuous and stable operation, improve the profitability of the company and achieve healthy and stable development.
This matter is in line with the overall interests of the company. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the normal operation and business development of the company.
At present, the company’s production and operation are normal and has sufficient solvency. The company has formulated strict approval authority and procedures, which can effectively prevent risks. Therefore, we agree that the company applies to the bank for a comprehensive credit line of no more than 500 million yuan, with a maximum credit term of no more than three years, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the company using its own idle funds to choose the opportunity to buy medium and short-term low-risk financial products
The company’s proposal on using its own idle funds to choose the opportunity to buy medium and short-term low-risk financial products is an orderly arrangement of funds made by the company according to the needs of actual business conditions. We have verified that the company’s capital and cash flow are in good condition and there are no major financial risks. We agree that the company can use its own idle funds of no more than RMB 500 million to choose the opportunity to buy medium and short-term low-risk financial products with a maximum term of no more than 12 months, including but not limited to principal guaranteed, medium and low-risk financial products, low-risk trust products, income certificates, structured deposits, etc, However, it does not include domestic and foreign stocks, securities investment funds and other securities and their derivatives, as well as derivatives linked to stocks, interest rates and exchange rates by banks and other financial institutions, as well as projects that cannot be invested by regulatory authorities.
We agree that the board of directors of the company shall propose to the general meeting of shareholders of the company to approve the company to choose an opportunity to purchase medium – and short-term low-risk financial products, with a validity period of three years from the date of adoption by the general meeting of shareholders. During the specific implementation, the person in charge of Finance shall come up with a specific plan, which shall be implemented after being reviewed by the general manager and approved by the chairman of the board, and fulfill the obligation of information disclosure in time. At the same time, we will actively pay attention to the financial and cash flow status of subsequent companies in actual operation, ensure that this behavior will not affect the normal production and operation of the company, timely communicate with the audit department and Finance Department of the company, strengthen the risk research of the products to be invested, and ensure the safety of investment funds and the stability of income.
10、 Independent opinions on carrying out financial derivatives transactions
After review, we believe that: the company’s financial derivatives trading business related to exchange rate risk management meets the needs of the company’s actual operation and can reduce the impact of exchange rate fluctuations on the company’s operating performance to a certain extent; In accordance with relevant laws and regulations, the company strictly performs the approval procedures, timely performs the obligation of information disclosure and the internal risk reporting system, which is conducive to controlling the transaction risk. The decision-making procedures of this financial derivatives trading business comply with the relevant provisions, the relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, do not affect the development of the company’s daily business, and are in line with the interests of the company and all shareholders. Therefore, we agree that the company will carry out financial derivatives trading business within the approved limit, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
At the same time, we will actively pay attention to the financial and cash flow status of subsequent companies in actual operation, ensure that this behavior will not affect the normal production and operation of the company, timely communicate with the audit department and Finance Department of the company, strengthen the risk research of financial derivatives trading business, and ensure the safety of funds and the stability of income.
(no text below)
(signature page of independent directors’ independent opinions on relevant matters and other relevant matters considered at the 16th meeting of the Fifth Board of directors of the company)
independent director:
Chen Wenhua and Liu Xueqin
April 11, 2002
