Dongguan Aohai Technology Co.Ltd(002993)
The independent opinions of the independent directors on the matters related to the 13th meeting of the second board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws, regulations and normative documents, as well as the provisions of Dongguan Aohai Technology Co.Ltd(002993) independent director working system, As an independent director of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company”), after careful review of relevant materials, we express independent opinions on relevant matters of the 13th meeting of the second board of directors as follows:
1、 Special instructions and independent opinions on the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties
According to the requirements and provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (revised in 2017) and the notice on regulating the external guarantee behavior of listed companies, the independent directors of the company carefully checked the occupation of funds and external guarantee by the controlling shareholders and other related parties in 2021, and issued special instructions and independent opinions:
1. Information on funds occupied by controlling shareholders and other related parties
During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties. 2. External guarantee of the company
As of the end of the reporting period, the company’s guarantee balance was 40 Tsingtao Brewery Company Limited(600600) yuan, accounting for 16.26% of the company’s audited net assets in 2021, all of which were guarantees provided to subsidiaries within the scope of consolidated statements. The company does not provide guarantees to controlling shareholders, actual controllers and their related parties.
2、 Independent opinions on the proposal of profit distribution plan in 2021
The 2021 profit distribution plan of the company comprehensively considers the operation and development of the company and the reasonable return of shareholders. The proportion of cash dividends conforms to the provisions of relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange and the articles of association, and conforms to the overall interests of the company and the interests of shareholders of the company, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on the profit distribution plan for 2021 and agree to submit it to the public
3、 Independent opinions on the proposal of self-evaluation report on internal control in 2021
According to the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the relevant provisions of the company’s independent director working system, the company’s existing internal control system meets the needs of the current actual situation of the company’s operation and management, and is reasonable, legitimate and effective. The self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
Therefore, we agree to the proposal on the self-evaluation report of internal control in 2021.
4、 The independent opinions on the proposal of the special report on the deposit and use of raised funds in 2021 have been verified. We believe that the deposit and use of raised funds in 2021 comply with the relevant provisions of the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s measures for the administration of raised funds, and there is no illegal deposit and use of raised funds. The special report on the deposit and use of raised funds in 2021 issued by the company is true, accurate and complete, without false records, misleading statements and major omissions, and truthfully reflects the actual deposit and use of raised funds in 2021.
Therefore, we agree to the proposal on the special report on the deposit and use of raised funds in 2021. 5、 Independent opinions on the proposal to adjust the remuneration of directors
The company’s procedures for adjusting the remuneration of the company’s directors comply with the articles of association and other relevant provisions, refer to the development level of the industry and region, and combined with the actual operation of the company, which reflects the incentive and restraint mechanism of the company’s remuneration management system, helps to improve the directors’ awareness of diligence and responsibility, mobilize the work enthusiasm of the directors of the company, is conducive to the long-term development of the company, and there is no damage to the interests of the company and shareholders.
Therefore, we agree to the proposal on adjusting the remuneration of directors and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal to adjust the remuneration of senior managers
The company’s procedures for adjusting the remuneration of senior managers this time comply with the articles of association and other relevant provisions, refer to the development level of the industry and region, and combined with the actual operation of the company, which reflects the incentive and restraint mechanism of the company’s remuneration management system, can effectively mobilize the work enthusiasm and initiative of senior managers, is conducive to the stable operation and development of the company, and does not damage the interests of the company and shareholders.
Therefore, we agree to the motion on adjusting the remuneration of senior managers.
7、 Independent opinions on the proposal that the company and its subsidiaries apply for comprehensive credit line and provide guarantee from the bank
According to the needs of the operation and development of the company and its subsidiaries, the company and its subsidiaries apply to the bank for a comprehensive credit line, and the company provides joint and several liability guarantee to its subsidiaries, which is in line with the company’s strategic development plan and production and operation needs, and is conducive to promoting the company’s development and business expansion. At present, the company is in good operation, has good solvency, conforms to the company’s long-term development strategic plan, and is conducive to the sustainable and steady development of the company. The deliberation and voting procedures and processes of the board of directors of the company comply with laws, regulations, the articles of association and other relevant provisions, and will not damage the interests of the company and the majority of shareholders.
Therefore, we agree to the proposal that the company and its subsidiaries apply to the bank for comprehensive credit line and provide guarantee, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal of the company to carry out foreign exchange hedging business
The company’s foreign exchange hedging business depends on the company’s specific business, does not carry out foreign exchange transactions for the purpose of speculation, and aims to avoid and prevent exchange rate risks, reduce exchange losses and control business risks. It is necessary and feasible. The company’s foreign exchange hedging business complies with the provisions of the articles of association, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. At the same time, the company has formulated the management system of foreign exchange hedging business, and formulated specific operating procedures for the company to engage in foreign exchange hedging business by strengthening internal control and implementing risk prevention measures.
Therefore, we agree to the proposal on the company’s foreign exchange hedging business and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal to open and show Jinchi business
On the premise of ensuring the safety of funds, the company has opened a gold pool business with banking financial institutions, which is conducive to the centralized management and control of funds and improve the efficiency of fund use. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Comply with relevant laws, regulations and the articles of association, which is conducive to the sustainable, stable and healthy development of the company.
Therefore, we agree to the proposal on opening Jinchi business and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Dongguan Aohai Technology Co.Ltd(002993) independent director’s independent opinions on matters related to the 13th meeting of the second board of directors) signature of independent director:
Guo Jianlin, Li Zhizhong, Liu Huachang
Dongguan Aohai Technology Co.Ltd(002993) mm / DD / yyyy
