Suzhou Veichi Electric Co.Ltd(688698) independent director
Independent opinions on matters related to the 21st Meeting of the first board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the rules of independent directors of listed companies and other laws and regulations, as well as the Suzhou Veichi Electric Co.Ltd(688698) articles of Association (hereinafter referred to as the “articles of association”) and the working rules for independent directors of the company, As an independent director of Suzhou Veichi Electric Co.Ltd(688698) , after reviewing the relevant matters of the 21st Meeting of the first board of directors of the company, based on the independent and objective position and in a prudent and responsible attitude, we express the following independent opinions on the relevant proposals of the meeting: I. independent opinions on the proposal on the profit distribution plan of the company in 2021
We believe that the company’s profit distribution plan for 2021 fully considers various factors such as the company’s profitability, cash flow status and capital demand, and takes into account the reasonable return of shareholders and the normal operation and sustainable development of the company; There are situations that are not conducive to the healthy and stable operation of the company and harm the interests of small and medium-sized shareholders.
Independent opinion on the rationality of the company’s cash dividend ratio of less than 30% in 2021: from the situation and characteristics of the company’s industry, the company’s main business is the R & D, production and sales of products such as frequency converter, servo system and motion controller. The company’s industrial automation industry is in a stage of rapid development. It is necessary to maintain high R & D investment in order to continuously launch more powerful New products with better quality and higher efficiency.
From the company’s development stage and its own business model, the company is currently in a rapid development stage. With the expansion of the company’s operating income year by year, the company also needs to increase capital investment to improve product competitiveness and technical barriers, improve market share and make full preparations for future performance growth.
In recent years, the company’s profitability has been continuously improved and its overall financial situation has been improving. The retained undistributed profits of the company in 2021 will be used for the company’s product R & D, expanding production and operation capital demand and future annual profit distribution, providing reliable support for the company’s medium and long-term development strategy, which will help to ensure the long-term development of the company and will not infringe the interests of all shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to the proposal on the company’s profit distribution plan in 2021 and agree to submit the distribution plan to the company’s 2021 annual general meeting for deliberation.
2、 Proposal on the company’s special report on the deposit and actual use of raised funds in 2021
We believe that the deposit and actual use of the raised funds of the company in 2021 comply with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the measures for the management of the raised funds of listed companies of Shanghai Stock Exchange, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the provisions of the company’s raised funds management system, The company has made special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with that disclosed by the company. There is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
Therefore, we agree to the special report on the deposit and actual use of raised funds in 2021.
3、 Independent opinions on the proposal on the implementation of directors’ remuneration in 2021 and the remuneration standard in 2022
We believe that the directors’ remuneration in 2021 and the remuneration plan in 2022 can effectively mobilize the enthusiasm and creativity of the directors and promote the stable and long-term development of the company by combining the economic environment in 2021 and 2022, the market remuneration of the company’s region and industry, and comprehensively considering the company’s business structure and performance, position value, responsibility, ability and other factors, It does not harm the interests of the company and minority shareholders.
Therefore, we agree to the proposal on the implementation of the company’s directors’ remuneration in 2021 and the remuneration standard in 2022, and request the board of directors to submit the directors’ remuneration scheme to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal on the implementation of the remuneration of the company’s senior managers in 2021 and the remuneration standard in 2022
We believe that the 2021 annual salary and 2022 annual salary plan of the company’s senior managers can effectively mobilize the enthusiasm and creativity of the senior managers and promote the stable and long-term development of the company by combining the economic environment in 2021 and 2022, the market salary situation of the company’s region and industry, and comprehensively considering the company’s business structure and performance, position value, responsibility, ability and other factors, It does not harm the interests of the company and minority shareholders.
Therefore, we agree to the proposal on the implementation of the remuneration of the company’s senior managers in 2021 and the remuneration standard in 2022.
5、 Independent opinions on the proposal on the company’s 2021 annual internal control evaluation report
We believe that the company’s existing internal control system complies with the relevant laws and regulations of companies listed on the science and innovation board and the annual internal control evaluation report of securities, which comprehensively, objectively and truly reflects the construction, operation and implementation of the company’s current internal control system.
Therefore, we agree to the 2021 internal control evaluation report of the company.
6、 Independent opinions on the proposal on using some over raised funds to permanently supplement working capital
After review, we believe that the use of some over raised funds of RMB 16 million for permanent replenishment of working capital is conducive to improving the use efficiency of raised funds and in line with the company’s development strategy and the interests of all shareholders. The use of the over raised funds will not affect the normal operation of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company. The matter has fulfilled the necessary legal procedures and complies with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange Kechuang board, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation.
In conclusion, we agree that the company will use part of the over raised funds of RMB 16 million to permanently supplement working capital, and agree to submit it to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on early general election of the board of directors and nomination of candidates for non independent directors of the second board of directors
We believe that after the review of the nomination committee of the board of directors, Mr. Hu Zhiyong, Mr. Luo Peng and Ms. Mo zhuqin all meet the requirements of relevant laws and regulations on the qualification of directors. There is no situation that they are not allowed to serve as directors of the company as stipulated in the company law and the articles of association, and have not been punished by the China Securities Regulatory Commission or the exchange, There are no other circumstances that Shanghai Stock Exchange deems unsuitable for being a director of a listed company.
Therefore, we agree to the proposal on early general election of the board of directors and nomination of candidates for non independent directors of the second board of directors, and agree to submit the proposal to the general meeting of shareholders for deliberation.
8、 Independent opinions on the proposal on early general election of the board of directors and nomination of independent director candidates for the second board of directors
We believe that Mr. Zhong yanru, Ms. Tang Haiyan, Ms. Yan Zhijuan and other independent directors nominated by the board of directors meet the responsibilities of independent directors in relevant laws and regulations, meet the relevant requirements on the qualification and independence of independent directors in the rules for independent directors of listed companies and the company’s working rules for independent directors, and there is no company law The circumstances stipulated in the articles of association and other provisions that the company is not allowed to serve as a director of the company have not been subject to the administrative punishment of the China Securities Regulatory Commission or the punishment of the exchange, and there are no other circumstances that the Shanghai stock exchange determines that it is not suitable to serve as a director of a listed company.
Therefore, we agree to the proposal on early general election of the board of directors and nomination of independent director candidates for the second board of directors, and agree to submit the proposal to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of independent opinions of independent directors of Suzhou Weichuang Gas Technology Co., Ltd. on matters related to the 21st Meeting of the first board of directors)
[Zhong yanru] [Tang Haiyan]
[Yan Zhijuan]
April 15, 2022
