Zhejiang Supcon Technology Co.Ltd(688777)
Independent directors’ opinions on the 11th meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as the “company”) in accordance with laws, administrative regulations, departmental rules and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in Listed Companies, and the Zhejiang Supcon Technology Co.Ltd(688777) articles of Association (hereinafter referred to as the “articles of association”), We hereby express the following independent opinions on the relevant matters of the 11th meeting of the 5th board of directors of the company:
1、 Announcement on profit distribution plan in 2021
After verification, we believe that this profit distribution plan comprehensively considers the company’s industry characteristics, development stage, its own business model, profitability and future development fund demand, which is in line with the company’s reality; The deliberation and voting procedures of the board of directors of the company for this plan comply with the relevant provisions of the company law and the articles of association, and there is no situation that damages the interests of the company and minority shareholders; Agree to the 2021 annual profit distribution plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the renewal of the accounting firm in 2022
We believe that Tianjian Certified Public Accountants (special general partnership) has a serious attitude, rigorous work, standardized behavior and objective conclusion in the audit of the company’s 2021 accounting statements. It can abide by the professional ethics of the accounting firm and express its opinions on the company’s accounting statements objectively and fairly in accordance with the requirements of the auditing standards for Chinese certified public accountants. The company’s renewal of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 complies with relevant laws, regulations and the articles of association. We agree to renew Tianjian Certified Public Accountants (special general partnership) as the company’s accounting office in 2022 and agree to submit the proposal to the company’s general meeting for deliberation.
3、 Independent opinions on the expected daily connected transaction limit in 2022
We believe that the daily related party transactions that the company expects to have with related parties are normal market behavior and meet the needs of the company’s operation and development. The related party transactions follow the principles of fairness, impartiality, voluntariness and integrity. The transaction price is settled according to the market price. Such transactions have no impact on the independence of the company and will not have an adverse impact on the company, its financial status and operating results, There is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. When the board of directors deliberates the proposal, the related directors shall avoid voting, and the deliberation procedure shall comply with the provisions of relevant laws and regulations.
4、 Independent opinions on applying to the bank for comprehensive credit line and providing guarantee for subsidiaries in 2022
We believe that the company’s application for comprehensive credit line from the bank and the provision of guarantee for subsidiaries in 2022 comply with the provisions of relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and relevant systems of the company, although the holding subsidiaries, Central control instrument, central control fluid, central control West, central control ocean, central control India, Zhejiang Supcon Technology Co.Ltd(688777) Indonesia Zhejiang Supcon Technology Co.Ltd(688777) Saudi Arabia’s other shareholders did not provide equal proportion guarantee according to the proportion of capital contribution, but the company has actual control over its operation, can effectively supervise and manage it, the financial risk is within the scope of the company’s effective control, there is no violation of relevant laws and regulations and the articles of Association, and will not damage the interests of listed companies and shareholders of the company, especially small and medium-sized shareholders, There is no transfer of resources and interests. Therefore, we agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on developing bill pool business
We believe that the company’s bill pool business is conducive to reducing the cost of bill management, comprehensively revitalizing bill resources, reducing the occupation of monetary funds, improving the use efficiency of current assets and maximizing shareholders’ equity. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
6、 Independent opinions on changes in accounting policies
We believe that this accounting policy change is a reasonable change made by the company in accordance with the relevant documents of the Ministry of finance, in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory bodies. The implementation of the changed accounting policy can objectively and fairly reflect the financial status and operating results of the company. The deliberation and voting procedures of this accounting policy change comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation damaging the interests of the company and all shareholders. We agree with the change of the company’s accounting policy.
7、 Independent opinions on the remuneration scheme of senior managers in 2022
We believe that the compensation plan for senior managers in 2022 formulated by the company can comprehensively and objectively assess and motivate senior managers of the company, improve management performance and quality and ability of managers, fully implement the company’s development strategy and work plan, comply with the provisions of the company’s compensation management system and review procedures, and there is no situation damaging the interests of the company and shareholders, We agree that senior managers will receive remuneration in accordance with the remuneration plan for senior managers in 2022.
8、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
We believe that the deposit and use of the company’s annual raised funds in 2021 comply with the provisions of relevant laws, regulations and other normative documents, such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. There is no change or disguised change in the purpose of the raised funds, no damage to the interests of the company and shareholders, and there will be no adverse impact on the implementation of the raised investment project. The specific use of the raised funds is consistent with that disclosed by the company, and there is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds. 9、 Independent opinion on self-evaluation report of internal control in 2021
We believe that the company has no major defects in internal control over financial reporting in 2021. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and no major defects in internal control over non-financial reporting have been found.
