Securities code: Sichuan Etrol Technologies Co.Ltd(300370) securities abbreviation: St security control announcement Code: 2022035 Sichuan Etrol Technologies Co.Ltd(300370) independent director
Independent opinions on matters related to the 21st Meeting of the 5th board of directors in accordance with the relevant provisions of laws, regulations and normative documents such as the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, rules for independent directors of listed companies, etc, As an independent director of Sichuan Etrol Technologies Co.Ltd(300370) (hereinafter referred to as “the company”), we express the following independent opinions on the relevant matters considered at the 21st Meeting of the Fifth Board of directors of the company:
1、 Independent opinions on related party transactions of the company in 2021
After verification, we believe that the decision-making procedures for the related party transactions of the company in 2021 comply with the provisions of relevant laws, regulations and normative documents, such as the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem. The pricing of related party transactions is fair, and there is no behavior damaging the interests of the company and minority shareholders, which is in line with the overall interests of the company.
2、 Independent opinions on the occupation of non operating funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021
According to the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (CSRC announcement [2022] No. 26) (hereinafter referred to as “guidelines for the supervision of listed companies No. 8”), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of companies listed on GEM and the articles of Association issued by the China Securities Regulatory Commission In accordance with the requirements of the independent director system of the company and other relevant regulations, as independent directors of the company, we have carefully checked the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2021 in a serious and responsible manner and in a realistic manner and in accordance with the principles of objectivity, fairness and impartiality,
1. It is verified that the company does not occupy the company’s funds in violation of regulations by controlling shareholders and other related parties, and does not violate the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies.
2. External guarantee of the company
After verification, we believe that during the reporting period, the company strictly controlled the external guarantee risk of the company and its holding subsidiaries in accordance with the relevant provisions of laws and regulations such as the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (CSRC announcement [2022] No. 26). As of the end of the reporting period, the total amount of external guarantees that the company and its holding subsidiaries have incurred is RMB 559367900, which are guarantees between the company and its wholly-owned subsidiaries and holding subsidiaries, and the guarantee risk is controllable.
3、 Independent opinions on 2021 profit distribution plan
Audited by Beijing Xinghua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was -86635498862 yuan. According to the company law of the people’s Republic of China and the articles of association, the statutory surplus reserve is not withdrawn in this year. By the end of 2021, the profit available for distribution in the statement of the parent company is -130127777521 yuan, and the company has been issued with qualified audit report by Beijing Xinghua Certified Public Accountants (special general partner). According to the relevant provisions on profit distribution in the articles of association, the specified cash dividend conditions are not met. According to the decision of the board of directors, the company’s profit distribution plan for 2021: no cash dividend, no bonus share distribution, and no conversion of capital reserve into share capital.
The company’s plan for no profit distribution in 2021 is in line with the actual situation of the company, there is no violation of laws and regulations, does not damage the interests of the company’s shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company.
Therefore, we unanimously agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the general meeting of shareholders for deliberation.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After review, we believe that: according to the identification of major defects in the internal control of the company’s financial report, on the benchmark date of the internal control evaluation report, there are major defects in the reporting period, such as the loss of control over the subsidiary Ningbo Dongwang Intelligent System Engineering Co., Ltd. continues and the investment in Hangzhou smart Industrial Park project exceeds the budget. In addition, the company has no other major defects in the internal control of financial report. The board of Directors believes that the company has failed to maintain effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
According to the identification of major defects in the company’s internal control over non-financial reporting, on the benchmark date of the internal control evaluation report, there was a major defect that the investment of Hangzhou smart Industrial Park project exceeded the budget during the reporting period. In addition, the company found no major defects in the internal control over non-financial reporting.
The company has no factors affecting the evaluation conclusion of internal control effectiveness from the benchmark date of internal control evaluation report to the date of issuance of internal control evaluation report.
5、 Independent opinion on the reappointment of the audit institution in 2022
After review, we believe that Beijing Xinghua Certified Public Accountants (special general partnership) has made detailed plans and arrangements in the annual audit work, the auditors dispatched have good professional ethics and rich audit experience, and the audit reports issued for the company objectively, fairly and truly reflect the company’s financial status and operating results, Agree to continue to employ Beijing Xinghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year, and agree to submit the above matters to the general meeting of shareholders for deliberation.
6、 Independent opinions on the provision for impairment of assets in 2021
After review, we believe that the company’s provision for asset impairment is based on sufficient basis, in line with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, and has fulfilled the corresponding decision-making procedures. After the provision for asset impairment is made this time, the company’s financial statements can more fairly reflect the company’s financial situation and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
7、 Independent opinion on the company’s 2021 qualified audit report
Beijing Xinghua Certified Public Accountants (special general partnership) submitted the audit report of Sichuan Etrol Technologies Co.Ltd(300370) 2021 [(2022) jhxsz No. 65 Konka Group Co.Ltd(000016) ] to the company, which is a qualified audit report.
After verification, we unanimously respect and accept the audit opinion issued by Beijing Xinghua Certified Public Accountants (special general partnership), which truly and objectively reflects the financial status and operation of the company in 2021. We have no objection to the audit report.
During the audit, we believe that the management of the company has given active cooperation. The special statement of the board of directors on the audit report and matters with qualified opinions in 2021 objectively reflects the actual situation of the company, and we agree. In addition, we will continue to pay attention to and supervise the corresponding measures taken by the board of directors and management of the company, and hope that the company can properly handle relevant matters, effectively resolve risks, and effectively safeguard the legitimate rights and interests of listed companies and shareholders, especially minority shareholders.
8、 Independent opinions on the company (including its subsidiaries) and its holding subsidiaries’ application for comprehensive financing limit, guarantee limit and related party transactions in 2022
After verification, we believe that the financial risks of the company (including its subsidiaries) and its holding subsidiaries are controllable. In 2022, the company (including its subsidiaries) and its holding subsidiaries applied for comprehensive credit from financial institutions and financial enterprises, which meets the needs of the company’s normal operation and business development, and the minority shareholders and their spouses of subsidiaries not wholly-owned will provide guarantee or counter guarantee in the same proportion as the company, without damaging the company and all shareholders, Especially the interests of minority shareholders. The decision-making procedures for the application for credit and guarantee are in line with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association.
Therefore, we unanimously agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on purchasing liability insurance for directors, supervisors and senior managers of the company
After verification, we believe that the company’s purchase of liability insurance for directors, supervisors and senior managers complies with the relevant provisions of laws and regulations such as the guidelines for the governance of listed companies, which can better protect the rights and interests of directors, supervisors and senior managers of the company and help directors, supervisors and senior managers of the company better perform their duties. Therefore, we agree that the company shall purchase liability insurance and submit the matter to the general meeting of shareholders for deliberation.
Independent directors: Song Gang, sun Bao, Ma Defang
April 22, 2022
