Beijing Beimo High-Tech Frictional Material Co.Ltd(002985)
On the 21st Meeting of the second board of directors of the company
Independent opinions on relevant proposals
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) held the 21st Meeting of the second board of directors on April 14, 2022. According to the stock listing rules of Shenzhen Stock Exchange, the articles of association of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) and the working system of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) independent directors, after careful analysis, We express our independent opinions on the relevant proposals considered at the 21st Meeting of the second board of directors as follows:
1、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
In accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchange between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, the company has carefully verified the company's capital occupied by related parties and external guarantee in 2021, and now expresses the following independent opinions:
1. During the reporting period of 2021, the capital transactions between the company and the controlling shareholders and other related parties are normal operating capital transactions, and there is no illegal occupation of the company's funds by the controlling shareholders and other related parties, nor illegal occupation of the company's funds by the controlling shareholders and other related parties extending to the reporting period in the previous period;
2. During the reporting period of 2021, there was no external guarantee of the company and no external guarantee extended to the reporting period. The company does not provide guarantee for the controlling shareholder, actual controller and other related parties, any legal entity, unincorporated entity or individual.
2、 Independent opinions on the deposit and actual use of raised funds in 2021
After careful verification, we believe that:
The special report on the deposit and actual use of the company's raised funds in 2021 prepared by the board of directors of the company truly and objectively reflects the deposit and actual use of the company's raised funds in 2021. During the reporting period, the deposit and use of the company's raised funds complied with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. The raised funds were stored and used in a special account. The specific use of the raised funds was consistent with the information disclosed by the company, and there was no change in the purpose of the raised funds and damage to the interests of the company and shareholders, There is no illegal use of the raised funds.
3、 Independent opinions on 2021 profit distribution plan
After careful verification, we believe that:
1. The profit distribution plan for 2021 reviewed by the board of directors is based on the current development characteristics and financial situation of the company, fully considering the needs of the company's current operation and long-term development, in line with the relevant provisions of the company law of the people's Republic of China and the articles of association, and fully considering the actual situation of the company. There is no harm to the interests of shareholders, which is conducive to the sustainable and stable development of the company.
2. The company's proposal on the profit distribution plan for 2021 was deliberated and adopted at the 21st Meeting of the second board of directors. The voting procedure is open and transparent, and the deliberation procedure complies with the relevant provisions of laws, regulations and the articles of association.
3. We agree to the proposal on profit distribution plan for 2021, which needs to be submitted to the company's 2021 annual general meeting for deliberation and approval.
4、 Independent opinions on confirming the remuneration plan of non independent directors, supervisors and senior managers of the company in 2021
After careful verification, we believe that:
The remuneration of the company's directors and senior managers in 2021 shall be strictly implemented in accordance with the relevant incentive and assessment system, and the procedures of business performance assessment and remuneration payment shall comply with the provisions of relevant laws, regulations and the articles of association.
5、 Independent opinions on the company's self evaluation report on internal control in 2021
After verification, we believe that: at present, the company has established a relatively sound and perfect internal control system, all internal control systems comply with the relevant laws and regulations of China and the regulatory authorities' normative documents on the governance of listed companies, the implementation of the internal control system is effective, and the operation of the company is standardized and compliant. The self-evaluation report on internal control in 2021 issued by the board of directors of the company truly and objectively reflects the construction and operation of the company's internal control.
6、 Independent opinion on hiring audit institutions in 2022
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and the rules of procedure for independent directors, as independent directors of the company, we express the following independent opinions on the company's engagement of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022:
1. In the process of special audit and financial statement audit of the company, Lixin Certified Public Accountants (special general partnership) issued independent audit opinions diligently, dutifully, fairly and reasonably, and better fulfilled the responsibilities and obligations stipulated by both parties. Lixin Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability. The continued employment of Lixin Certified Public Accountants (special general partnership) is conducive to ensuring the quality of the company's audit work.
2. The decision-making procedure of employing Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022 complies with the relevant provisions of the company law, the securities law and the articles of association, and will not damage the interests of the company and its shareholders. Therefore, we agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree that the board of directors of the company will submit this matter to the company's 2021 annual general meeting for deliberation.
7、 Independent opinions on the extension of some fund-raising projects
After review, the adjustment of the investment progress of the project with raised funds and the postponement of production are reasonable arrangements made by the company based on the judgment of the changes in the market situation and objective conditions of the project with raised funds, so that the raised funds can give play to higher benefits. The postponement of the raised investment project does not belong to the substantial change of the raised capital investment project, does not change the investment direction of the raised capital, meets the actual needs of the company's long-term development, and there is no change of the raised capital investment project and damage to the interests of shareholders; Comply with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds of listed companies and the relevant provisions of the articles of association. Therefore, it is agreed to postpone the construction project of aircraft landing system technology R & D center.
(there is no text on this page, which is the signature page of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) independent directors' independent opinions on the relevant proposals of the 21st Meeting of the second board of directors of the company)
independent director:
Yu Liangyao, Zhao Yanbin, pan Yuzhong
specific date
