Shenzhen Coship Electronics Co.Ltd(002052)
Independent opinions of independent directors on matters related to the ninth meeting of the sixth board of directors
As an independent director of Shenzhen Coship Electronics Co.Ltd(002052) (hereinafter referred to as “the company”), I have carefully reviewed the relevant matters of the ninth meeting of the sixth board of directors of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the working system of independent directors and other relevant rules and regulations. Now I express my independent opinions as follows:
1、 Proposal on profit distribution plan in 2021
According to the audit confirmation of the company’s 2021 annual financial statements by Dahua Certified Public Accountants (special general partnership), as of December 31, 2021, the accumulated distributable profits of the parent company and the accumulated distributable profits in the consolidated statements do not meet the cash dividend conditions specified in the articles of association. The company puts forward the profit distribution plan for 2021 as follows: no cash dividend, no bonus shares, and no conversion of accumulation fund into share capital.
After review, we believe that the decision of the board of directors not to distribute profits in 2021 is based on the actual situation of the company, in order to better ensure the sustainable development of the company, comply with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of investors. Therefore, we agree to the proposal of no profit distribution and no increase in 2021 proposed by the board of directors, and agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Proposal on the special report on the occupation of funds by controlling shareholders and other related parties in 2021 and the special description and independent opinions of the company’s external guarantee
(I) occupation of funds by controlling shareholders and other related parties
After examination, we believe that in 2021, the company conscientiously implemented the relevant provisions of the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies (Zheng Jian Fa [2003] No. 56). Except Hubei TongZhou Information Port Co., Ltd. (hereinafter referred to as “Hubei TongZhou”), the capital exchanges between the company and other related parties in 2021 were normal capital exchanges, There is no illegal occupation of the company’s funds by related parties.
At the end of 2015, the company transferred 51% equity of Hubei Tongzhou to Chengdu Zhaoyun Equity Investment Fund Management Co., Ltd. after the transfer, the company still held 49% equity of Hubei Tongzhou. Due to the change of control right of Hubei Tongzhou, under the new equity structure, the funds originally belonging to internal transactions have become non operating occupation of the company’s funds by related parties. The occupation of the above funds does not belong to the occupation of the company’s funds by the controlling shareholders and their related parties, and does not violate the relevant provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) issued by the CSRC. The management of the company is still actively communicating with the other party to urge the other party to return the company’s funds occupied for non operation as soon as possible. The subsequent company will decide whether to take other methods to protect the rights and interests of the company according to the situation. As of the disclosure date of this opinion, the balance of the company’s funds still occupied by Hubei TongZhou for non operating purposes was 322492 million yuan.
(II) about external guarantee
After examination, we believe that during the reporting period, the company carefully implemented the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120). At the end of the reporting period, the company’s actual external guarantee balance (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) was RMB 10000, accounting for 0% of the company’s audited net assets at the end of the year; The company’s actual external guarantee balance (including the guarantee provided for subsidiaries within the scope of consolidated statements) is 50 million yuan, accounting for 123.27% of the company’s audited net assets at the end of the year. For the main information of each guarantee, please refer to “15. Major contracts and their performance” in “section VI important matters” and “2. Major guarantee” in “2021 annual report”. The above-mentioned external guarantees have performed the necessary review procedures in strict accordance with laws and regulations, the articles of association and other relevant provisions. The company has established a perfect external guarantee management system to control the risk of external guarantees. There is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt.
3、 Proposal on internal control evaluation report in 2021
After review, we believe that the internal control system established by the company meets the requirements of relevant national regulations and securities regulatory authorities, is also suitable for the needs of the current actual situation of the company’s production and operation, and can be effectively implemented. The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
4、 Proposal on provision for impairment of assets and write off of assets in 2021
After review, we believe that the company’s provision for asset impairment and write off of assets are based on sufficient basis, the decision-making procedures are standardized, in line with the provisions of the accounting standards for business enterprises and the company’s accounting policies, can truly reflect the company’s financial situation and operating results, in line with the overall interests of the company, and does not damage the legitimate rights and interests of minority shareholders. We agree with the company’s provision for asset impairment and write off of assets.
5、 Independent opinion on matters involved in non-standard unqualified audit report
After examination, we believe that the audit report with significant uncertainties and highlights related to sustainable operation issued by Dahua certified public accountants truly reflects the current situation of the company. In addition, the company’s financial statements are prepared in accordance with the accounting standards for business enterprises in all major aspects, and fairly reflect the financial situation of Coship as of December 31, 2021 and the operating results and cash flow of Coship in 2021. We agree with the special note of the board of directors on non-standard unqualified audit report, and will continue to pay attention to and supervise the board of directors and management of the company to take corresponding measures to solve such related matters as soon as possible, so as to better promote the development of the company and safeguard the interests of investors.
6、 Proposal on salary assessment of directors and senior managers in 2020
After review, we believe that the salary assessment of the company’s directors and senior managers in 2021 is based on the company’s relevant salary assessment standards and actual business conditions. The deliberation and voting procedures of this proposal comply with the articles of association, rules of procedure of the board of directors and other relevant provisions. We agree to the remuneration assessment of the company’s directors and senior managers in 2021.
7、 Proposal on changes in accounting policies
The independent directors believe that the change of the company’s accounting policies in accordance with the latest accounting standards revised and issued by the Ministry of finance is in line with the accounting standards for business enterprises and relevant provisions, and in line with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. There is no damage to the interests of the company and all shareholders, especially minority shareholders, and agree to the change of the company’s accounting policies.
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(there is no text on this page, which is the signature page of Shenzhen Coship Electronics Co.Ltd(002052) independent directors’ independent opinions on matters related to the ninth meeting of the sixth board of directors) independent directors:
Zhang Bai, Li Wen, Jin Yufeng
Li Lin
April 18, 2022
