Kunshan Guoli Electronic Technology Co.Ltd(688103)
Independent opinions of independent directors on matters related to the 15th meeting of the second board of directors
In accordance with the company law of the people’s Republic of China, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the rules of independent directors of listed companies and other laws, administrative regulations, departmental rules and normative documents, as well as the Kunshan Guoli Electronic Technology Co.Ltd(688103) articles of Association (hereinafter referred to as the “articles of association”), we are the independent directors of Kunshan Guoli Electronic Technology Co.Ltd(688103) (hereinafter referred to as the “company”), We hereby express the following independent opinions on the relevant matters of the 15th meeting of the second board of directors of the company:
1、 Independent opinions on the proposal on the company’s profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 is formulated after taking into account the company’s current operating conditions, future development plans, shareholder requirements, regulatory policies and other factors, It complies with the relevant provisions on profit distribution and cash dividends, such as the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the articles of association of the CSRC. There is no situation that damages the interests of all shareholders, especially small and medium-sized shareholders. We agree to the company’s annual profit distribution plan for 2021 and agree to submit the profit distribution plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on appointing the company’s audit institution in 2022
We believe that Rongcheng Certified Public Accountants (special general partnership) has a serious attitude, rigorous work, standardized behavior and objective conclusion in the audit of the company’s 2021 accounting statements. It can abide by the professional ethics of the accounting firm and express its opinions on the company’s accounting statements objectively and fairly in accordance with the requirements of the auditing standards for Chinese certified public accountants. The company’s continued engagement of Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 complies with relevant laws, regulations and the articles of association. We agree to renew the engagement of Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and agree to submit the proposal to the company’s general meeting for deliberation.
3、 Independent opinions on the proposal on the change of the company’s accounting policies
We believe that this accounting policy change is a reasonable change made by the company in accordance with the relevant regulations and requirements of the Ministry of finance. The company complies with the provisions of relevant laws and regulations and the actual situation of the company. It does not involve the retroactive adjustment of the company’s previous years, has no significant impact on the company’s financial status, operating results and cash flow, and does not damage the interests of the company and all shareholders. The review and voting procedures of the company’s accounting policy changes comply with the provisions of relevant laws, regulations and the articles of association. We agree with the change of the company’s accounting policies.
4、 Independent opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
We believe that the related party transactions between the company and related parties belong to daily related party transactions; The related party transaction is a market-oriented choice for the company to operate normally and improve economic benefits, which meets the actual business needs of the company; The related party transaction follows the principle of “fairness, impartiality and fairness”. The transaction matters comply with the market principle, the decision-making procedures are legal, the transaction pricing is fair and reasonable, and does not harm the interests of the company and other shareholders, especially the interests of minority shareholders. When the board of directors deliberated this proposal, the deliberation procedures were in line with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the above daily related party transactions.
5、 Independent opinions on the proposal on the remuneration scheme of directors and senior managers of the company in 2022
We believe that the remuneration plan for the directors and senior managers of the company in 2022 was formulated by the board of directors of the company in combination with the actual situation of the company and with reference to the remuneration level of the industry, in line with the provisions of 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.
6、 Independent opinions on the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to issue shares to specific objects through summary procedures
We believe that the contents of the proposal submitted by the board of directors to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures comply with the company law, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of Companies listed on the science and Innovation Board (for Trial Implementation) and other laws and regulations, normative documents and the relevant provisions of the articles of association. The voting procedures are legal and effective and in line with the interests of all shareholders of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on the company’s internal control evaluation report in 2021
We believe that the 2021 internal control evaluation report issued by the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. The company’s internal control system is basically perfect, and all internal control systems comply with the basic norms of enterprise internal control and other relevant regulations. The key activities of the company’s internal control can be carried out in accordance with the provisions of the company’s internal control systems, which has played an effective role in maintaining the sustainable and stable development of the company’s businesses and preventing business risks. During the reporting period, the company did not violate various internal control systems of the company. We agree with the internal control evaluation report of the company in 2021.
8、 Independent opinions on the proposal on the special report on the deposit and actual 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 provisions of laws and regulations 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 guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s raised funds management system, and the raised funds have been stored and used in a special account, 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 case of changing the purpose of the raised funds in disguise and damaging the interests of shareholders, and there is no case of illegal use of the raised funds. We agree with the content of the motion. (no text below)
(there is no text on this page, which is the signature page of Kunshan Guoli Electronic Technology Co.Ltd(688103) independent directors’ independent opinions on matters related to the 15th meeting of the second board of directors) independent directors:
Yang Guodong
On April 18, 2022 (there is no text on this page, which is the signature page of Kunshan Guoli Electronic Technology Co.Ltd(688103) independent directors’ independent opinions on matters related to the 15th meeting of the second board of directors):
Li Yang
On April 18, 2022 (there is no text on this page, which is the signature page of Kunshan Guoli Electronic Technology Co.Ltd(688103) independent directors’ independent opinions on matters related to the 15th meeting of the second board of directors):
Xu Naijun
April 18, 2022
