Independent director
Independent opinions on matters related to the 24th Meeting of the third board of directors
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 guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and the working system of independent directors of the company issued by the CSRC, we, as independent directors of the company, have carefully investigated and verified the matters related to the 2021 annual report of the company, The independent opinions are as follows: I. independent opinions on the company’s 2021 profit distribution and capital reserve conversion plan
After verification, the company’s profit distribution and capital reserve conversion plan for 2021 complies with the provisions of the company law of the people’s Republic of China, Chengdu Xiling Power Science & Technology Incorporated Company(300733) articles of association and the company’s dividend planning, conforms to the current actual situation and development status of the company, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. All independent directors unanimously agreed on the company’s 2021 profit distribution and capital reserve conversion plan.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After carefully reading the company’s self-evaluation report on internal control in 2021, we believe that the company has established and improved the internal control system covering all links of the company’s operation and management, formed a standardized corporate governance structure, defined the responsibilities and authorities in decision-making, implementation and supervision, formed a scientific and effective division of responsibilities and check and balance mechanism, and the internal control system has been effectively implemented.
The self-evaluation report on internal control in 2021 truly and objectively reflects the construction and implementation of the company’s internal control system in 2021. All independent directors unanimously agree on the self-evaluation report on internal control in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2021.
4、 Independent opinion on the provision for impairment of assets in 2021
Based on the principle of prudence and in strict accordance with the accounting standards for business enterprises, the articles of association, the company’s accounting policies and other relevant laws, regulations and normative documents, the company has made provision for impairment of relevant assets within the scope of consolidated statements as of December 31, 2021. The basis is sufficient, and the provision method and decision-making procedure are legal and effective. After the provision for asset impairment is withdrawn this time, it can more truly and accurately reflect the asset value and financial status of the company, help to provide investors with more reliable accounting information, and there is no situation that damages the interests of the company and all shareholders.
All independent directors unanimously agreed on the provision for asset impairment of the company this time.
5、 Independent opinion on reappointment of 2022 financial audit institution
With the prior approval of all independent directors and the approval of the audit committee of the board of directors, the company plans to continue to employ ShineWing Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022, and submit to the general meeting of shareholders to authorize the board of directors to negotiate the audit fee with the audit institution according to the business and market conditions of the company in 2022. After audit, we believe that ShineWing Certified Public Accountants (special general partnership) has the qualification for securities and futures business, has the independence and professional competence required by the audit business, can objectively and impartially express audit opinions and successfully complete the company’s audit business. All independent directors unanimously agreed to renew ShineWing certified public accountants as the company’s financial audit institution in 2022, and requested the general meeting of shareholders to authorize the board of directors to negotiate the audit fee with the audit institution according to the company’s business and market conditions in 2022.
6、 Independent opinions on the deposit and use of raised funds in 2021
The deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and comply with the relevant provisions of the company’s raised funds management system. There is no situation of changing the investment direction of the raised funds in a disguised manner, damaging the interests of shareholders and violating the relevant provisions.
7、 The independent opinion on the occupation of the company’s funds by the company’s controlling shareholders and other related parties in 2021 was verified: the company did not occupy the company’s funds or occupy the company’s funds in a disguised form by the company’s controlling shareholders and other related parties using their related relationships in 2021.
8、 Independent opinions on the company’s external guarantee in 2021
During the reporting period, the company did not provide any external guarantee except for the guarantee provided to the wholly-owned subsidiary Chengdu Chengdu Xiling Power Science & Technology Incorporated Company(300733) Parts Co., Ltd. (hereinafter referred to as “power parts”) due to the actual needs of operation and management.
Name of guarantee object actual date of occurrence actual guarantee amount guarantee type guarantee period
(yuan)
Power parts August 11, 2021427820534 joint and several liability guarantee February 11, 2022
Power parts September 17, 2021429115511 joint and several liability guarantee March 17, 2022
Power parts October 28, 2021342830768 joint and several liability guarantee April 28, 2022
Power parts November 17, 2021533563243 joint and several liability guarantee may 17, 2022
Power parts October 13, 20213000000000 joint and several liability guarantee October 12, 2022
The above guarantee matters meet the needs of the company’s operation and management, and the review procedures comply with the provisions of the articles of association, the external guarantee management system and the Shenzhen Stock Exchange GEM Listing Rules, and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
9、 Independent opinions on the appointment of CFO
Mr. Wang Xianfeng has the professional quality and professional competence required to serve as the chief financial officer of the company. His qualifications meet the provisions of the company law of the people’s Republic of China, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the Chengdu Xiling Power Science & Technology Incorporated Company(300733) articles of Association. There is no case that he cannot be nominated as a senior manager of a listed company and is prohibited from entering the market by the China Securities Regulatory Commission.
All independent directors unanimously agreed to appoint Mr. Wang Xianfeng as the chief financial officer of the company.
10、 Independent opinions on the prediction of daily connected transactions in 2022
All independent directors believe that the company’s recognition of related parties and their transactions complies with the requirements of laws, regulations and normative documents such as the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the provisions of the articles of association, It is in the interests of the company and shareholders to carry out trading activities in accordance with fair market transaction prices and terms. This matter has been deliberated and approved by the board of directors of the company and will be submitted to the general meeting of shareholders of the company for deliberation, and the deliberation procedures comply with the provisions.
All independent directors unanimously agreed on the related party transaction.
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(there is no text on this page, which is the signature page of the independent opinions of Chengdu Xiling Power Science & Technology Incorporated Company(300733) independent directors on matters related to the 24th Meeting of the third board of directors)
Independent director (signature)
Li Dafu
Jia Nan
Chuan Hua Wu
April 13, 2022
