Sinomach Precision Industry Co.Ltd(002046) independent directors' report on 2021 and
Independent opinions on relevant matters of the 10th meeting of the 7th 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 Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the company constitution and the working system of Sinomach Precision Industry Co.Ltd(002046) independent directors, we are the independent directors of Sinomach Precision Industry Co.Ltd(002046) , Express the following independent opinions on relevant matters considered by the company in 2021 and the 10th meeting of the seventh board of directors:
1、 Independent opinions on the remuneration of directors and senior executives of the company
In 2021, the company strictly implemented the salary system and assessment and incentive system for directors and senior managers, and the salary payment procedures were in line with relevant laws and regulations and the articles of association, rules and regulations.
2、 Special instructions and independent opinions on external guarantees and the occupation of the company's funds by related parties according to the requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies and other provisions of the CSRC, we, as independent directors of the company, We have made necessary understanding and verification of the company's external guarantees and the funds occupied by the controlling shareholders and other related parties. The relevant explanations and independent opinions are as follows:
As of December 31, 2021, the company has no non operating funds occupied by related parties in previous years and accumulated to December 31, 2021.
As of December 31, 2021, the company had guarantees for wholly-owned subsidiaries and between wholly-owned subsidiaries. In addition, there were no external guarantees, illegal external guarantees, etc. in the previous year and accumulated to December 31, 2021.
Based on the above facts, we believe that the company has strictly implemented the provisions of relevant laws and policies and effectively safeguarded the interests of the company and shareholders.
3、 Independent opinion on self-evaluation report of internal control in 2021
After verification, the company has established a relatively perfect corporate governance structure and a relatively sound internal control system, which meets the requirements of relevant laws and regulations and securities regulatory authorities. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
4、 Independent opinions on 2021 profit distribution plan
The profit distribution plan for 2021 proposed by the board of directors of the company is based on the actual situation of the company, complies with the provisions of the articles of association and the company's shareholder return plan for the next three years (20212023), and does not harm the interests of investors. We agree to the profit distribution plan and agree to submit it to the 2021 annual general meeting for deliberation.
5、 Independent opinions on the prediction of daily connected transactions in 2022
As an independent director, we express our independent opinions on the expected daily related party transactions with China Machinery Industry Group Co., Ltd. and its subsidiaries, pigeon Abrasives Co., Ltd. and its subsidiaries in 2022, which were considered and adopted at the 10th meeting of the seventh board of directors of the company, as follows:
1. The related party transaction was deliberated and approved at the 10th meeting of the seventh board of directors of the company. During the deliberation, the related directors avoided the voting of the board of directors. The review procedures of the related party transaction comply with the provisions of relevant laws, regulations and the articles of Association;
2. The fair price of the above-mentioned commodities, services and other related parties that are not provided by the listed company, especially those that are in line with the interests of the non listed shareholders, the non listed shareholders and other related parties, will damage the interests of the company;
3. We agree to the transaction.
6、 Verification opinions on the actual transaction amount between the company and subordinate enterprises of state machinery group and pigeon company in 2021 is more than 20% lower than expected, and there is a large difference between the actual transaction object and the expected object with subordinate enterprises of state machinery group
In 2021, the actual transaction amount between the company and subsidiaries of state machinery group and white dove company was more than 20% lower than expected, mainly because the company estimated the possible business amount of the whole year based on the information obtained at the beginning of the year when predicting the daily connected transaction limit in 2021. In the actual process, some expected businesses did not occur in the current year, and some unexpected businesses occurred in the current year, The amount of some businesses is lower than the expected amount at the beginning of the year, resulting in large differences between the actual amount and the expected amount, and between the actual trading partner and the expected object. The related party transactions of the company are in line with the actual situation and business needs. The transactions are priced according to the market principles, fair and reasonable, and do not harm the interests of the company and minority shareholders.
7、 Independent opinions on continuing asset pool business
1. The asset pool business carried out by the company has reduced the company's capital occupation, optimized the financial structure, improved the capital utilization rate and achieved the expected results.
2. We agree that the company will continue to carry out the asset pool business with a total amount of no more than 300 million yuan, and the business period will be from the deliberation and approval of the 2021 annual general meeting to May 31, 2023. During the business term, the above quota can be recycled and corresponding guarantee shall be provided to the bank.
3. We agree to submit the matter to the general meeting of shareholders for deliberation.
8、 Independent opinions on the continuous risk assessment report of SINOMACH Finance Co., Ltd
1. In order to control business risks and ensure the safety of funds, according to the requirements of the risk disposal plan, axis research technology has conducted a continuous risk assessment on Sinochem finance company. The continuous risk assessment report is objective and fair, reflects the risk status of Sinomach finance company, and is conducive to the company's timely and effective prevention of relevant risks.
2. The matter was deliberated and approved at the 10th meeting of the 7th board of directors of the company. During the deliberation, the related directors avoided the voting of the board of directors, and the deliberation procedure was in line with the provisions of relevant laws, regulations and the articles of association.
(signature page of independent directors' independent opinions on matters related to 2021 and the 10th meeting of the seventh board of directors)
Wang Huaishu:
Wang Bo:
Sun Zhenhua:
April 11, 2022
