Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
The independent opinions of the independent directors on the relevant matters of the 14th meeting of the seventh board of directors are in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the governance standards of listed companies
Rules for independent directors of listed companies, listing rules of Shenzhen Stock Exchange and Shenzhen Stock Exchange
Self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, as well as Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of association and Guangzhou Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) packaging machinery
In accordance with the relevant provisions of the working system of independent directors of Guangzhou Co., Ltd., we, as Guangzhou Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) Packaging Machinery Co., Ltd
The independent director of the company (hereinafter referred to as "the company") is based on the attitude of seeking truth from facts, being serious and responsible,
Based on the principles of fairness, impartiality, honesty and credibility, after carefully reviewing the relevant materials, we made a decision based on independent judgment
Position and express independent opinions on relevant matters considered at the 14th meeting of the seventh board of directors of the company as follows:
1、 Information on the occupation of the company's funds and the company's external guarantees by the company's controlling shareholders and other related parties
Special instructions and independent opinions
After careful verification, we believe that the company is in strict accordance with Article 8 of the guidelines for the supervision of listed companies issued by the CSRC
No. - regulatory requirements for capital transactions and external guarantees of listed companies, which has established a perfect external guarantee system
Insurance risk control system. From January to December 2021, the company did not have any illegal external guarantee, and there was no previous guarantee
Illegal external guarantees occurred in the year and accumulated to December 31, 2021.
From January to December 2021, the amount of capital occupation between the company and other related parties was RMB 10000, as of 2021
As of December 31, 2014, the balance of funds occupied by the company and other related parties was 10.8 million yuan. No holding shares found
Funds occupied by the company and other related parties in violation of regulations. See the following table for details:
Unit: (RMB) ten thousand yuan
Occupier and 2021
Name of fund occupier listed company listed company occupied cumulative Occupied Funds in 2021 related accounting formed the original occupation term in 2021 interest on the amount of capital occupied at the beginning of accounting repayment of the accumulated balance of capital occupied at the end of accounting (excluding profit (if any)
(interest)
Other receivables from non operating technology development Co., Ltd., a wholly-owned subsidiary of Dongguan Baolong packaging, 150000 200.00 0.00 800900.00 current account occupation company
Other receivables of Zhuhai Baolong bottle embryo wholly-owned subsidiary 420.00 0.00 0.00 240.00 180.00 current accounts not occupied by the company of Operation Co., Ltd
Other receivables from non operating technology development Co., Ltd., a wholly-owned subsidiary of Tianjin Baolong packaging, 135.53 0.00 135.53 0.00 current account occupation company
Total 205553 2001175531080
2、 Independent opinions on the proposal on profit distribution plan in 2021
The company's profit distribution plan for 2021 complies with the relevant provisions of the articles of association and does not harm the interests of investors. We agree to the 2021 profit distribution plan proposed by the board of directors of the company and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal on the self evaluation report on internal control in 2021
The company's existing internal control system and control system have been basically established and improved, which can meet the requirements of the company's management and the needs of the company's development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company's business activities and the implementation of relevant national laws and regulations and the company's internal rules and regulations. We agree with the company's self evaluation report on internal control in 2021.
4、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
The renewal of Huaxing Certified Public Accountants (special general partnership) is conducive to ensuring and improving the quality of the company's audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. Huaxing Certified Public Accountants (special general partnership) has the license for securities and futures related business of Certified Public Accountants issued by the Ministry of Finance and China Securities Regulatory Commission, and has sufficient independence Professional competence and investor protection ability.
When the board of directors of the company deliberated this proposal, the deliberation procedures were in line with the relevant provisions of relevant laws and regulations, and the voting results were legal and valid. To sum up, all of our independent directors agreed to renew the appointment of Huaxing Certified Public Accountants (special general partnership) as the auditor of the company's financial statements and internal control in 2022, and agreed to submit it to the company's 2021 annual general meeting for deliberation.
5、 Independent opinions on the proposal on the remuneration of directors of the company in 2021
The proposal on Directors' remuneration in 2021 complies with the provisions of the company law and the articles of association and the actual situation of the company, which is conducive to the long-term development of the company and the creativity and enthusiasm of directors.
This proposal will be submitted to the 2021 annual general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors. The deliberation procedures comply with the provisions of the company law, the articles of association and other relevant systems. We agree to the proposal on Directors' remuneration of the company in 2021.
6、 Independent opinions on the proposal on the remuneration of senior managers of the company in 2021
The proposal on the remuneration of senior managers of the company in 2021 complies with the provisions of the company law and the articles of association, conforms to the actual situation of the company, is conducive to the long-term development of the company and gives full play to the creativity and enthusiasm of senior managers. The deliberation procedure of this proposal complies with the provisions of the company law, the articles of association and other relevant systems. We agree to the proposal on the remuneration of senior managers of the company in 2021.
7、 Independent opinions on the proposal on changes in accounting policies
We believe that the company has made corresponding changes to the company's accounting policies in accordance with the relevant provisions and requirements of the accounting standards newly issued by the Ministry of finance. The changed accounting policies comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no damage to the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. The procedures of this accounting policy change comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the change of the company's accounting policies.
8、 Independent opinions on the proposal on purchasing directors' and supervisors' high liability insurance
According to the audit, in order to reduce the possible risks and losses caused by legal liabilities caused by the normal performance of duties by directors, supervisors and senior managers, the company purchased directors, supervisors and senior managers' liability insurance, which is conducive to protecting the rights and interests of directors, supervisors and senior managers, promoting the responsible personnel to better perform their duties, promoting the development of the company and improving the company's risk control system. The review procedure of this matter is legal and does not damage the interests of the company and all shareholders, especially the minority shareholders. We agree that the company shall purchase the directors, supervisors and senior management liability insurance, and agree to submit this matter to the 2021 annual general meeting of shareholders of the company for review.
9、 Independent opinions on the proposal on the prediction of the company's daily connected transactions in 2022
1. The explanation of the board of directors on the difference between the amount of daily connected transactions in 2021 and the expected amount is in line with the actual situation of the company. The daily connected transactions that have occurred in 2021 are fair and reasonable, do not violate relevant systems and approval procedures, and do not harm the interests of the company and shareholders.
2. When the board of directors of the company deliberated the proposal on the prediction of daily connected transactions in 2022, the connected directors have avoided voting, and their procedures are legal and effective, in line with the provisions of relevant laws, regulations and the articles of association. The daily related party transactions in 2022 are expected to be normal transactions required for the daily production and operation of the company and its subsidiaries. The pricing is based on the market price and follows the principles of objectivity, fairness and rationality. It does not adversely affect the independence of the company and will not damage the interests of the company and all shareholders.
Therefore, we agree to the proposal on the prediction of the company's daily connected transactions in 2022.
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) independent directors: Chu Yufeng, Liang Tong, Yu Yingmin April 13, 2022
