Guangdong Ellington Electronics Technology Co.Ltd(603328) independent directors
About the 14th meeting of the 5th board of directors and the year 2021
Independent opinions on relevant matters
In accordance with the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the articles of association, the company’s regulations on the work of independent directors and other relevant provisions, we are independent directors of the Fifth Board of directors of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as the “company”), Independent opinions on the 14th meeting of the 5th board of directors and related matters in 2021 are as follows:
1、 Independent opinions on the deposit and actual use of the company’s raised funds in 2021
After verification, the preparation of the special report on the deposit and actual use of raised funds in 2021 of the company complies with the provisions of relevant laws and regulations, truly and objectively reflects the deposit and use of the company’s raised funds in 2021, and the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds. The company has standardized the storage and use of raised funds and fulfilled the obligation of information disclosure in accordance with relevant laws and regulations and the company’s management system. The contents of the company’s special report on the deposit and actual use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2、 Independent opinions on the 2021 internal control evaluation report
In accordance with the requirements of the rules for the preparation of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report, the standards for the content and format of information disclosure of companies offering securities to the public No. 2 – the content and format of annual report (revised in 2021) and the basic norms of enterprise internal control issued by the CSRC, The audit committee of the board of directors of the company submitted the 2021 internal control evaluation report to the board of directors. After carefully reading the contents of the report, consulting the company’s management system and communicating with the company’s management and relevant management departments, we believe that:
During the reporting period, the board of directors of the company continued to revise, improve and formulate a series of internal control systems. At present, a set of relatively sound and perfect internal control systems of the company have been preliminarily established. Establish, improve and perfect various internal control systems, which comply with relevant national laws, regulations and relevant requirements of regulatory authorities, and also meet the needs of the company’s current production and operation. The evaluation of the company’s internal control conforms to the actual situation of the company’s internal control, achieves the company’s internal control objectives, and the internal control system has played a good role in controlling the key links of enterprise management. The company’s 2021 internal control evaluation report objectively reflects the actual situation of the construction and implementation of the company’s current internal control system. The company’s internal control system meets the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange.
3、 Independent opinions on the company’s profit distribution plan in 2021
The profit distribution plan for 2021 proposed by the board of directors of the company is: it is proposed to distribute a cash dividend of 0.68 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of profit distribution equity registration, and the surplus reserve and capital reserve in 2021 will not be converted into share capital.
We believe that the company’s profit distribution plan for 2021 complies with the relevant provisions on cash dividends in the company law, the securities law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, Comply with the provisions of the articles of association and the dividend distribution method in the company’s shareholder return plan for the next three years (20202022) and the cash dividend commitment that “the cash dividend distributed to shareholders every year shall not be less than 20% of the distributable profits realized in the current year”. The approval procedure of this profit distribution plan is legal and compliant, and there is no obvious unreasonable situation such as cash out of major shareholders or improper intervention of relevant shareholders in the company’s decision-making by abusing shareholders’ rights, which does not harm the interests of shareholders of the company, especially small and medium-sized shareholders. We agree to the company’s profit distribution plan for 2021 and agree to submit the above plan to the 2021 annual general meeting for deliberation.
4、 Independent opinions on the remuneration of directors and senior managers in 2021
After reviewing the total remuneration, remuneration decision-making procedures and payment procedures paid by the company to the directors and senior managers in 2021, we believe that the remuneration decision-making procedures of the directors and senior managers of the company comply with the regulations, the basis for determining the remuneration is reasonable, there is no damage to the interests of the listed company and all shareholders, and the disclosure of the remuneration of directors and senior managers in the company’s 2021 annual report is consistent with the actual situation.
5、 Independent opinions on the company’s increasing the estimated amount of daily connected transactions in 2022
In accordance with the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents as well as the articles of association, as an independent director of the company, the company has approved in advance the increase of the estimated amount of daily connected transactions in 2022 and issued independent opinions as follows:
We believe that the increase in the estimated amount of daily connected transactions is required for the company’s daily production and operation activities. The pricing method follows the market-oriented principles of fairness, openness and impartiality, and does not harm the interests of the company and all shareholders (especially minority shareholders). The voting procedure of the board of directors on this related party transaction was legal, and the related directors avoided voting on this proposal, which was in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. Therefore, we agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on leased real estate and related party transactions of wholly-owned subsidiaries
In accordance with the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents as well as the articles of association, as an independent director of the company, he has made prior recognition of the leased real estate and related party transactions of the wholly-owned subsidiary and issued independent opinions as follows:
We believe that the pricing principle of this connected transaction follows the principle of fair and just market price and the principle of freedom of contract through equal negotiation, and does not harm the interests of the company and all shareholders (especially minority shareholders). The voting procedure of the board of directors on this related party transaction was legal, and the related directors avoided voting on this proposal, which was in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association.
7、 Special instructions and independent opinions on the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties
In accordance with the provisions of the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies and the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 6 – periodic reports of China Securities Regulatory Commission, we have carefully checked the occupation of funds by the controlling shareholders and other related parties of the company and the external guarantees of the company. The verification is described as follows:
1. During the reporting period, there was no case that the controlling shareholders and other related parties occupied the company’s funds, and there was no case that the funds were directly or indirectly provided to the controlling shareholders and other related parties for use.
2. Based on the principles of strict self-discipline, standardized operation and seeking truth from facts, we have carefully inspected the external guarantee of the company. As of December 31, 2021, the accumulated and current external guarantee amount of the company is zero. Therefore, the company does not need to reveal the risks of external guarantee, and will not bear the guarantee liability due to the default of the guaranteed party’s debt. There is no violation of the guarantee provided by the non legal person, the holding company and other affiliated companies within the reporting period, and there is no violation of the guarantee provided by the non legal person or less than 50% of the holding company and other affiliated companies.
3. The company has established a sound external guarantee risk control system, clearly standardized the approval authority, approval procedures and information disclosure of the company’s external guarantee, and strictly controlled the risk of external guarantee.
8、 Independent opinions on the correction of accounting errors in the early stage of the company
After verification, the correction of the company’s accounting errors in the previous period complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and error correction and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information. The corrected financial data and financial statements can truly and accurately reflect the company’s operating results and financial situation, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The deliberation and voting procedures for the correction of accounting errors in the early stage comply with the provisions of laws, regulations and the articles of association. In conclusion, we agree with the correction of accounting errors in the previous period. 9、 Independent opinions on the company’s appointment of the Secretary of the board of directors
1. The nomination and appointment procedures for the company to appoint the Secretary of the board of directors comply with the relevant provisions of laws and regulations and the articles of Association;
2. After reviewing Mr. He Gang’s resume, it is not found that He Gang has the conditions specified in Article 146 of the company law and Article 95 of the articles of association, or has been determined as a market prohibited person by the CSRC or has not been lifted. Mr. He Gang has the qualification certificate of secretary of the board of directors issued by the stock exchange. We believe that the qualifications of the above senior managers meet the relevant provisions of the company law and the articles of association, and have the necessary business skills and work experience to perform relevant duties; We agree to appoint Mr. He Gang as the Secretary of the board of directors of the company.
10、 Independent opinions on purchasing liability insurance for the company and all directors, supervisors and senior managers
We believe that purchasing liability insurance for the company and its directors, supervisors and senior managers is conducive to strengthening the company’s risk control, further improving the corporate governance system, protecting the legitimate rights and interests of the company and its directors, supervisors and senior managers, and promoting the responsible personnel to better perform their duties. The relevant deliberation and voting procedures comply with the standards for the governance of listed companies, the articles of association and other relevant provisions, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Agree to submit the proposal to the general meeting of shareholders for deliberation.
(there is no text on this page, which is the signature page of Guangdong Ellington Electronics Technology Co.Ltd(603328) independent directors’ independent opinions on the 14th meeting of the 5th board of directors and related matters in 2021) independent directors:
Hu Weihua, what is Deng Chunchi
April 11, 2022
