Opinions of independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Independent director of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Independent opinions on matters related to the 18th meeting of the first board of directors
In accordance with laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the rules for independent directors of listed companies and the internal systems such as the articles of association and the working system of independent directors, as an independent director of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “company”), we have carefully reviewed the relevant materials provided by the board of directors, and based on an independent, objective and prudent attitude, Express the following independent opinions on relevant matters considered at the 18th meeting of the first board of directors:
1、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the profit distribution plan of the company is based on the long-term and sustainable development of the company, based on the comprehensive analysis of the business environment, regulatory policies and other factors, and takes full account of the current business situation, financial situation, capital demand and future development of the company. The amount and proportion of dividends are reasonable, which is conducive to the sustainable, stable and healthy development of the company, In line with the long-term interests of the company and all shareholders, it balances the relationship between the sustainable development of business and the comprehensive return of shareholders. The company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant provisions, with complete decision-making procedures and mechanisms, clear and clear dividend standards and proportions, in line with the provisions of the articles of association and relevant review agenda, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. We unanimously agreed to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the internal control evaluation report of the company in 2021
After verification, we believe that the company has established a relatively perfect internal control system, the internal control system is complete and effective, which is in line with the actual situation of the company, all business activities of the company are carried out in strict accordance with relevant systems, and all risks in operation can be effectively controlled. The company has no major or important defects in internal control, and 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. The evaluation report of the company’s internal control evaluation report in 2021 truly and objectively reflects the real situation of the company’s internal system construction and the implementation of internal control system. We unanimously agree on the relevant contents of the company’s 2021 annual internal control evaluation report.
3、 Independent opinions on the occupation of non operating funds and other related capital transactions of the company in 2021
Opinions of independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
After verification, we believe that: during the reporting period, the capital transactions between the company and the controlling shareholders and other related parties strictly comply with the provisions of laws and regulations and the company’s rules and regulations, and there is no case that the controlling shareholders and other related parties illegally occupy the company’s funds, and there is no case that the funds are directly or indirectly provided to the actual controllers of the company and other enterprises and other related parties under their control.
4、 Independent opinions on the deposit and actual use of the company’s raised funds in 2021
After verification, we believe that the deposit and use of the company’s raised funds in 2021 comply with laws, regulations and normative documents such as the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, as well as the relevant provisions of the company’s raised funds management system, No disguised change in the purpose of the raised funds and illegal use of the raised funds were found, and there was no damage to the interests of shareholders. The specific use of the raised funds was consistent with that disclosed by the company. We agreed to confirm the relevant contents of the special report on the deposit and actual use of the company’s 2021 raised funds.
5、 Independent opinions on the company’s renewal of the accounting firm in 2022
After verification, we believe that Daxin Certified Public Accountants (special general partnership) has the qualification and experience to provide audit services for listed companies. During the audit of the company’s 2021 financial report, it is diligent and responsible, can express audit opinions independently, objectively and fairly, and can meet the audit requirements of the company in terms of investor protection ability, independence and integrity, It will not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. In order to ensure the continuity and integrity of the company’s audit work, we agree to appoint him as the company’s 2022 audit institution for one year, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation. 6、 Independent opinions on the company’s application for comprehensive credit line from the bank
After verification, we believe that the company’s intention to apply for comprehensive credit line from the bank is due to the needs of the company’s development planning and business expansion, which is conducive to the long-term development of the company and does not harm the interests of the company and shareholders. We unanimously agree to this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the guarantee provided by the company for the subsidiary’s application for bank credit
After verification, we believe that the guarantee provided by the company for the wholly-owned subsidiary to apply for comprehensive credit from the bank is made in comprehensive consideration of the daily operation and business development needs of the subsidiary, which is in line with the actual operation situation and overall development strategy of the subsidiary, conducive to the sustainable development of the subsidiary and in line with the overall interests of the company. The guarantee object is the wholly-owned subsidiary within the scope of the company’s consolidated statements. The company has absolute control, and its operation and financial status are stable,
Opinions of independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Have the ability to repay due debts, the guarantee risk is generally controllable, the decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. We agree that the company will provide joint and several liability guarantee for the subsidiary’s application for comprehensive credit from the bank.
8、 After verification, we believe that the controlling shareholder Kunshan Guochuang Investment Group Co., Ltd. provides joint and several liability guarantee for the company’s financing and credit, which is conducive to the company’s daily operation and development. The company provides counter guarantee with the actual amount of guarantee provided by guochuang group, which is conducive to balancing the risks borne by both parties, It will not adversely affect the production and operation of the company. This matter is in line with the long-term development needs of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The related directors avoided voting according to law, and the decision-making and approval procedures of the proposal comply with the provisions of relevant laws and regulations and the articles of association.
We unanimously agree to this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the company’s 2022 directors’ remuneration plan
After verification, we believe that the remuneration plan of the company’s directors in 2022 complies with relevant laws and regulations and the actual situation of the company, and the review procedures comply with relevant provisions of laws, regulations and the articles of association. Based on the principle of prudence, we unanimously agreed to submit the proposal directly to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
After verification, we believe that the remuneration plan of the company’s senior managers in 2022 complies with the provisions of relevant laws and regulations and the company’s internal system. The review procedures are legal and compliant, which helps to stimulate the work enthusiasm and initiative of senior managers, promote the stable operation and long-term development of the company, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We unanimously agree to the proposal on the compensation scheme for senior managers of the company in 2022.
11、 Independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors of the second board of directors
After reviewing the personal resume, educational background, work experience and other relevant materials of the candidates for non independent directors, we believe that all candidates meet the requirements for the qualification of directors of listed companies, and there is no situation that they are not allowed to serve as directors of the company according to the company law, the articles of association and the relevant systems of China Securities Regulatory Commission and Shanghai Stock Exchange, It is also not found that it has been determined by the CSRC as a market prohibited person and the term has not expired, which affects its qualification, and is competent for the duties and requirements of the company’s directors; The nomination, deliberation and voting procedures of candidates for non independent directors comply with the provisions of relevant laws and regulations and the articles of association, and do not harm the legitimate interests of shareholders
Opinions of independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
It is the case of the legitimate interests of minority shareholders. We unanimously agree on the nomination of candidates for non independent directors of the company and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the general election of the board of directors and the nomination of independent director candidates for the second board of directors
After reviewing the personal resume, educational background, work experience and other relevant materials of the candidates for independent directors, we believe that all candidates meet the requirements for the qualification of directors of listed companies, and there is no situation that they are not allowed to serve as directors of the company as stipulated in the company law, the articles of association and the relevant systems of China Securities Regulatory Commission and Shanghai Stock Exchange, It is also not found that it has been determined by the CSRC as a market prohibited person and the term has not expired, which affects its qualification, and is competent for the duties and requirements of the company’s directors; The nomination, deliberation and voting procedures of independent director candidates this time comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of shareholders, especially the legitimate interests of minority shareholders. We unanimously agree to the nomination of candidates for independent directors of the company and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184)
