Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) independent director
Independent opinions on matters related to the 15th meeting of the 4th board of directors
Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) (hereinafter referred to as “the company”) held the 15th meeting of the 4th board of directors on April 12, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and the company’s working system for independent directors, as an independent director, based on independent judgment, Independent opinions on relevant matters are as follows:
1、 Independent opinions on 2021 profit distribution and capital reserve conversion plan
In accordance with the provisions on strengthening the protection of the rights and interests of shareholders of social public shares and the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and other relevant provisions of the CSRC, as an independent director of the company, we have reviewed the proposal of the company’s profit distribution plan for 2021 and issued independent opinions as follows:
The company’s 2021 profit distribution plan complies with the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the CSRC, agrees to the 2021 profit distribution and capital reserve conversion to share capital plan, and submits it to the 2021 shareholders’ meeting for review.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After carefully reviewing the 2021 internal control self evaluation report and relevant materials, we believe that the company’s internal control system complies with the relevant provisions of laws, regulations and the articles of association, meets the needs of the current actual situation of the company’s production and operation, and can be effectively implemented. The self evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system.
3、 Special instructions and independent opinions on the company’s accumulated and current external guarantees and the use of funds occupied by controlling shareholders and other related parties
In accordance with the provisions and 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), we, with a serious and responsible attitude, on the basis of reviewing the company’s financial reports and relevant materials of the board of directors, We have investigated and verified the company’s relevant personnel on the company’s funds occupied by the controlling shareholders and other related parties, the company’s accumulated external guarantee and the current external guarantee in 2021. The relevant information is explained as follows:
After verification, the capital transactions between the company and the controlling shareholder and other related parties during the reporting period are all operating capital transactions except the performance compensation of the wholly-owned subsidiary Shenyang Yuanda new energy Co., Ltd. the performance compensation of Shenyang Yuanda new energy Co., Ltd. has completed the performance compensation obligation on May 20, 2021 as planned.
After verification, it is not found that the company provides guarantee for controlling shareholders and other related parties, any unincorporated unit or individual, and there is no violation of guarantee.
4、 Independent opinions on the guarantee and related party transactions provided by the controlling shareholder for the company’s application for comprehensive credit line from the bank
Shenyang Yuanda Aluminum Group Co., Ltd., the controlling shareholder of the company, provides guarantee for the company to apply for comprehensive credit line from the bank in order to support the development of the company and benefit the long-term interests of the company. When the board of directors considered the above proposal, the related directors Mr. Kang Baohua and Mr. Wang Hao withdrew. The deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Agree to the connected transaction and submit it to the 2021 annual general meeting of shareholders for deliberation.
5、 Independent opinion on the renewal of the company’s audit institution in 2022
After verification, zhongshenhua Certified Public Accountants (special general partnership) has the ability and professional qualification to provide annual audit for listed companies, and can meet the company’s requirements for audit institutions in terms of independence, professional competence and investor protection. In the process of cooperation with the company, it has provided high-quality audit services for the company and played a positive and constructive role in standardizing the financial operation of the company. During his tenure as the company’s audit institution, he followed the independent auditing standards for Chinese certified public accountants, diligently and dutifully, and fairly and reasonably expressed independent audit opinions. The procedures for the company to hire an accounting firm this time comply with the provisions of relevant laws and regulations, and no damage is found to the interests of the company and all shareholders, especially the minority shareholders. Agree to renew the appointment of zhongshenhua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and submit it to the company’s 2021 annual general meeting for deliberation.
6、 Independent opinions on the planning of shareholders’ dividend return in the next three years (20222024)
The shareholder dividend return plan for the next three years (20222024) prepared by the board of directors of the company complies with the company law, the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (announcement [2013] No. 43 of China Securities Regulatory Commission) and the articles of association, Taking full account of the company’s actual situation and development objectives, shareholders’ requirements and wishes, social capital costs, external financing environment and other factors, paying attention to giving investors reasonable investment returns, emphasizing cash dividends, maintaining the continuity and stability of the company’s profit distribution policy, which is conducive to enhancing the transparency of the company’s profit distribution, facilitating investors to form stable return expectations, and complying with the provisions of relevant laws and regulations, No damage to the interests of the company and all shareholders, especially minority shareholders, is found; It is agreed that the company’s shareholders’ dividend return plan for the next three years (20222024) proposed by the board of directors of the company is approved, and it is agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on using self owned idle funds for investment and financial management
After verification, the company is in good operation and stable financial condition. On the premise of ensuring the daily capital demand and capital safety, the appropriate use of its own idle funds for investment and financial management is conducive to improving the use efficiency of the company’s own funds and increasing income, and will not have an adverse impact on the company’s production. The deliberation and voting procedures of this matter comply with the company law According to the provisions of the Listing Rules of Shenzhen Stock Exchange and relevant normative documents, there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and the internal control procedures of the company are sound. It is agreed that the company will use its own idle funds of no more than (including) 50 million yuan for investment and financial management.
8、 Independent opinions on the remuneration and allowances of directors of the company in 2022
We have carefully reviewed the company’s proposal on the remuneration and allowances of directors in 2022, and we affirm the performance of directors in 2021. We believe that the remuneration (allowance) performance plan in 2022 gives consideration to fairness and incentive, takes full account of the company’s operation and industry remuneration level, conforms to the development stage of the company, and can fully mobilize the enthusiasm of directors, It is conducive to the stable operation and sustainable development of the company.
It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the remuneration of senior managers of the company in 2022
The proposal on the remuneration of the company’s senior staff and the performance allowance of the company in 2022 has been reviewed carefully, which fully considers the performance of the company’s senior staff in 2022, and it is in line with the company’s performance of the company’s senior management. It shows that our proposal on the remuneration of the company’s senior staff in 2022 can be fully considered, It is conducive to the stable operation and sustainable development of the company.
10、 Independent opinions on the proposed purchase of directors, supervisors and senior managers’ liability insurance
The company’s purchase of directors, supervisors and senior managers’ liability insurance for the company and all directors, supervisors and senior managers is conducive to further improving the company’s risk control system, protecting the legitimate rights and interests of the company and all directors, supervisors and senior managers, and promoting all directors, supervisors and senior managers to fully exercise their rights and perform their duties. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, it is unanimously agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation. Independent directors: Zhang Guangning, Yuan Zhizhu, Huang Peng April 12, 2022
