Hainan Jinpan Smart Technology Co.Ltd(688676)
Independent opinions of independent directors on matters related to the 21st Meeting of the second board of directors in accordance with the rules for independent directors of listed companies and Hainan Jinpan Smart Technology Co.Ltd(688676) articles of association and other relevant provisions of the CSRC, as independent directors of Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as “the company”), we reviewed relevant matters considered at the 21st Meeting of the second board of directors based on the principle of independent judgment, The independent opinions are as follows:
1. Proposal on the company’s profit distribution plan for 2021
We believe that the annual profit distribution plan of the company for 2021 proposed by the board of directors is in line with the articles of association and other relevant dividend policies, and in line with the actual development of the company, realizes the reasonable investment return to investors, takes into account the sustainable development of the company, and well protects the rights and interests of investors, especially small and medium-sized investors. We agree to the proposal on the company’s profit distribution plan for 2021 and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
2. Proposal on the company’s continuing appointment of accounting firm
We believe that Zhonghui Certified Public Accountants (special general partnership) holds the qualification for securities related business and has relevant professional knowledge. At the same time, in the process of providing audit services for the company, the accounting firm has strictly followed the independent audit standards for Chinese certified public accountants, completed the company’s audit work on schedule and fulfilled the responsibilities and obligations stipulated by both parties. Now, in order to maintain the continuity of the company’s audit work, we agree to the proposal on the renewal of the company’s accounting firm and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Proposal on the special report on the deposit and use of the company’s raised funds in 2021
We believe that 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. The company has carried out special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations. The company does not deposit and use the raised funds in violation of regulations, nor does it change or change the investment direction of the raised funds in a disguised form and damage the interests of shareholders. We agree to the proposal on the special report on the deposit and use of the company’s raised funds in 2021.
4. Proposal on the report on the use of the company’s previously raised funds (as of December 31, 2021)
We believe that according to the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) The report on the use of the company’s previously raised funds (as of December 31, 2021) prepared by laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (revised in December 2020) and the guidelines for self-discipline supervision of listed companies on the Kechuang board of Shanghai Stock Exchange No. 1 – standardized operation is true, accurate and complete without false records, misleading statements and major omissions, It truthfully reflects the actual storage and use of the company’s previously raised funds, and there are no violations in the storage and use of raised funds. We agree to the proposal on the report on the use of the company’s previously raised funds (as of December 31, 2021), and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
5. According to the proposal on the report on the use of the company’s previously raised funds (as of March 31, 2022), according to the provisions on the report on the use of the company’s previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) The report on the use of the company’s previously raised funds (as of March 31, 2022) prepared by laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (revised in December 2020) and the guidelines for self-discipline supervision of listed companies on the Kechuang board of Shanghai Stock Exchange No. 1 – standardized operation is true, accurate and complete without false records, misleading statements and major omissions, It truthfully reflects the actual storage and use of the company’s previously raised funds, and there are no violations in the storage and use of raised funds. We agree to the proposal on the report on the use of the company’s previously raised funds (as of March 31, 2022) and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Proposal on the company’s use of some idle raised funds to temporarily supplement working capital
We believe that: on the premise of ensuring that the progress of the investment projects invested by the raised funds, the normal production and operation of the company and the safety of funds are not affected, the company plans to use the idle raised funds with an amount of no more than RMB 100 million to temporarily supplement the working capital, which can improve the use efficiency of funds and reduce the financial cost of the company, which is in line with the interests of the company and all shareholders, There is no change in the purpose of the raised funds and damage to the interests of the shareholders of the company. The voting procedures are legal and comply with the provisions of relevant laws, regulations and the articles of association. We agree to the proposal on the company’s use of some idle raised funds to temporarily supplement working capital.
7. Proposal on the company’s 2021 annual internal control evaluation report
We believe that the current internal control system of the company is strictly implemented and effective. All internal controls of the company are strict, sufficient and effective, which are in line with the actual situation of the company, can ensure the normal operation and management of the company, and all risks in the operation of the company can be effectively controlled. At the same time, according to the defect standards of the company’s internal control over financial reports and non-financial reports, the company has no major or important defects in internal control. The company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. We agree to the proposal on the company’s 2021 annual internal control evaluation report.
8. Proposal on the company using its own idle funds to purchase Principal Guaranteed bank financial products
We believe that without affecting the normal operation of the company, the company can use its own funds with a maximum amount of no more than 500 million yuan for cash management and purchase Principal Guaranteed bank financial products, which can obtain certain investment income, further improve the performance level of the company and seek richer investment returns for the company and shareholders. Therefore, we agree to the proposal on the company using its own idle funds to purchase Principal Guaranteed bank financial products.
9. Proposal on adjusting the remuneration of senior managers of the company
We believe that the salary plan for senior managers of the company has fully considered the actual operation situation of the company, the industry and regional salary level of the company. The salary plan is conducive to fully mobilize the enthusiasm of senior managers of the company and promote the company to improve work efficiency. The decision-making procedure of this remuneration scheme is legal and effective, and there is no situation damaging the interests of the company and shareholders. We agree with the proposal on adjusting the remuneration of senior managers of the company.
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