Zhejiang Yinlun Machinery Co.Ltd(002126) independent director
Independent opinions on matters related to the 21st Meeting of the 8th board of directors
As an independent director of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company”), we have carefully considered the relevant matters of the company in accordance with the provisions of relevant rules and regulations such as 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 listed companies on the main board, the working system of independent directors, the articles of association and so on, On the basis of independent judgment, he made the following independent opinions:
1、 Independent opinions on the remuneration assessment scheme of directors and senior managers in 2022
After review, we believe that the remuneration assessment plan for directors and senior managers of the company in 2022 is determined on the premise of ensuring the sustainable, stable and healthy development of the company, in accordance with the articles of association, the working rules of the remuneration and assessment committee of the board of directors and relevant systems of the company, in combination with the actual operation situation of the company and the remuneration level of industries and regions, linked to the benefits and assessment results of the company, and in line with the actual situation of the company, There is no situation that damages the legitimate rights and interests of the company and shareholders, especially minority shareholders. When the board of directors deliberated on the salary assessment plan, the relevant connected directors have avoided voting, and their procedures are legal and effective, in line with relevant laws and regulations and the relevant provisions of the articles of association. We agree to the company’s 2022 remuneration assessment plan for directors and senior managers and submit it to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinions on 2021 profit distribution plan
After review, we believe that the company’s profit distribution plan for 2021 is formulated according to the actual situation of the company, in line with the relevant provisions on profit distribution in the company law and the articles of association, in line with the requirements of the notice on matters related to the further implementation of cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, and takes full account of the company’s operating conditions Comprehensive factors such as daily production and operation needs and future development capital needs match the actual business performance of the company, meet the needs of the company’s actual business and future development, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. We agree to the company’s profit distribution plan for 2021 and submit it to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on the deposit and actual use of the company’s raised funds
After review, we believe that the preparation of the special report on the deposit and actual use of the company’s raised funds in 2021 complies with the provisions of relevant laws and regulations, and truly and objectively reflects the deposit and use of the company’s raised funds in 2021. The deposit and use of the company’s raised funds in 2021 comply with the relevant requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and there is no violation of the deposit and use of raised funds.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After review, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The company’s internal control mechanism is basically complete, reasonable and effective. During the reporting period, the operation of the company’s internal control was in line with the basic norms of enterprise internal control, supporting guidelines for enterprise internal control, guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other provisions. We believe that the company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinions on external guarantees of the company and funds occupied by related parties
After review, we believe that:
1. As of December 31, 2021, the company’s controlling shareholders and their subsidiaries and the company (including subsidiaries) do not occupy the company’s funds, nor do they occupy funds by illegal related parties that occurred in previous years and accumulated to December 31, 2021.
2. As of December 31, 2021, the company has not provided guarantees for shareholders, actual controllers and their related parties, any unincorporated units or individuals, and there are no guarantees contrary to the provisions of the documents of China Securities Regulatory Commission (CSRC [2003] No. 56) (CSRC [2005] No. 120). The company has provided guarantee for its holding subsidiaries, and has fulfilled the corresponding approval procedures in accordance with relevant regulations, and there is no violation of guarantee.
6、 Independent opinions on the prediction of daily connected transactions in 2022
After review, we believe that the related party transaction plan expected to occur by the company meets the needs of the company’s normal production and operation. The related party transaction follows the principles of fairness and impartiality, and the transaction price is objective and fair, without damaging the interests of the company and other non related party shareholders. When the board of directors deliberated on this related party transaction, relevant related directors have avoided voting, and their procedures are legal and effective, in line with relevant laws and regulations and the relevant provisions of the articles of association.
7、 Independent opinions on using idle self owned funds for investment and financial management
After review, we believe that on the premise of ensuring that the normal operation and capital safety of the company are not affected, the company can obtain certain investment income by purchasing financial products with high safety, low risk and good liquidity with idle self owned funds, which is conducive to improving the efficiency of capital use, will not affect the development of the company’s main business, improve the overall performance level of the company and seek more return on investment for the shareholders of the company. This matter will not adversely affect the production and operation of the company, and there is no situation that damages the interests of the company and all shareholders. We agree that the company will use idle self owned funds with a maximum amount of no more than RMB 1.2 billion for investment and wealth management.
8、 Independent opinions on the extension of investment projects with raised funds
After review, we believe that the deferred raised capital investment project is the company’s public offering of convertible corporate bonds in 2021. It is a reasonable arrangement made by the company to judge the changes in the market conditions and objective conditions of the raised capital investment project, which is conducive to improving the utilization efficiency of the raised capital. This matter does not belong to the substantive change of the investment project of the raised funds, does not change the investment direction of the raised funds, and does not damage the interests of the company and shareholders. It complies with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies and the relevant provisions of the articles of association, We agree to postpone the company’s new energy passenger vehicle heat pump air conditioning system project and new energy commercial vehicle heat management system project.
9、 Independent opinions on the renewal of accounting firm
Upon examination, Lixin Certified Public Accountants (special general partnership) is qualified to audit the accounting statements of securities and futures related businesses, and has rich audit experience and ability of listed companies. During his tenure as the company’s audit institution, he can practice in strict accordance with relevant laws and regulations, adhere to independent audit with a fair and objective attitude, and express audit opinions fairly and reasonably. The renewal of the accounting firm is conducive to ensuring the continuity of the company’s audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. We agree to renew the engagement of the general accounting firm (2022) as a special accounting firm. (no text below)
(there is no text on this page, which is the signature page of Zhejiang Yinlun Machinery Co.Ltd(002126) independent directors’ independent opinions on matters related to the 21st Meeting of the eighth board of directors)
Signatures of independent directors: Liu Haisheng, Yu Xiaoli, Peng Yinghong
April 12, 2022
