Beijing Relpow Technology Co.Ltd(300593)
Independent opinions of independent directors on relevant matters
In accordance with the Interim Measures for the administration of initial public offering and listing on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws and regulations, rules and regulations, the articles of association of the company, the working system of independent directors and the working procedures for annual reports of independent directors, we are independent directors of Beijing Relpow Technology Co.Ltd(300593) (hereinafter referred to as the “company”), Express the following independent opinions on relevant matters of the 16th meeting of the 5th board of directors of the company:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders, actual controllers and other related parties and the company’s external guarantees in 2021
In accordance with the relevant provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies, the CSRC has carefully understood and verified the occupation of funds by the controlling shareholders, actual controllers and other related parties and the external guarantees of the company during the reporting period, and issued the following independent opinions:
1. During the reporting period, the controlling shareholders and actual controllers of the company did not occupy the company’s funds, and other related parties of the company did not occupy the company’s non operating funds or damage the interests of shareholders. 2. During the reporting period, the external guarantees of the company have fulfilled the corresponding approval and disclosure procedures in accordance with relevant laws and regulations. During the reporting period, the approved credit guarantee line provided by the company for the wholly-owned subsidiary Shenzhen leineng hybrid integrated circuit Co., Ltd. was 90 million yuan. In addition, the company has no other external guarantee, no guarantee for controlling shareholders and other related parties, any unincorporated unit or individual, and no damage to the interests of the company and shareholders.
2、 Independent opinion on self-evaluation report of internal control in 2021
After reviewing the self-evaluation report of the company’s internal control in 2021, we believe that during the reporting period, the company’s internal control management system has been basically established, and the internal control system includes corporate governance structure, organizational structure, development strategy, social responsibility, corporate culture, fund management, procurement and payment business, sales and collection business, contract management, human resources, asset management, subsidiary management, related party transactions, external guarantee Foreign investment, information disclosure management and fund-raising are standardized, strict, sufficient and effective, which generally meets the requirements of relevant national laws, regulations and regulatory authorities. The company’s internal control activities basically cover all operation links. We believe that the company’s 2021 internal control self-evaluation report truly and objectively reflects the actual situation of the company’s internal control.
3、 Independent opinions on the renewal of accounting firm
Upon examination, Zhonghui Certified Public Accountants (special general partnership) has rich experience and professional quality in auditing listed companies. During his tenure as the company’s audit institution, he was diligent and conscientious, adhered to the independent, objective and impartial audit standards, and the reports issued could objectively and comprehensively reflect the company’s financial situation and operating results. In order to ensure the smooth progress of the company’s audit, the independent directors unanimously agreed to continue to hire Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
4、 Independent opinions on 2021 profit distribution plan
The audit of Zhonghui Certified Public Accountants (special general partnership) confirmed that the net profit of the parent company in 2021 was 22179922214 yuan. According to the articles of association, the statutory surplus reserve of 2217992221 yuan was withdrawn according to 10% of the net profit of the parent company in 2021; As of December 31, 2021, the actual distributable profit of the parent company in this year is 45097749094 yuan, and the remaining capital reserve of the parent company at the end of the year is 17315798955 yuan.
In view of the good operation of the company at present, in order to ensure the reasonable investment return of shareholders, according to the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash bonus of listed companies and the relevant provisions of the articles of association of the company, after comprehensive consideration of the reasonable return of investors and the long-term development of the company, Under the premise of the company’s normal operation and profit distribution plan in 2021:
The company plans to distribute cash dividends of 1.05 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the equity registration date when the profit distribution plan for 2021 is implemented, and increase 4 shares for every 10 shares to all shareholders with capital reserve. No bonus shares will be given for this profit distribution, and the remaining undistributed profits will be carried forward to the next year. Based on the company’s total share capital of 265985312 shares up to now, the company has distributed a total cash dividend of 2792845776 yuan and increased the share capital of 1063941248 shares. If the total share capital of the company changes before the equity registration date when the equity distribution is implemented, the total amount of dividends and the total amount of converted share capital will be adjusted accordingly according to the principle of paying cash dividends of 1.05 yuan (including tax) for every 10 shares and adding 4 shares unchanged.
We believe that the plan fully considers the reasonable investment return to the majority of investors, matches the actual situation and development strategy of the company, and is conducive to all shareholders to share the operating results of the company. Moreover, the above profit distribution plan will not cause the shortage of working capital or other adverse effects of the company. The above plan complies with the provisions of relevant laws, regulations and the articles of association, and has legitimacy, compliance and rationality. We agree to the profit distribution plan and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the remuneration plan of directors and senior managers
In combination with the main scope, responsibilities and job competence of the management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises, the company has formulated the salary scheme for directors and senior managers in 2022:
The remuneration paid by the directors will not be determined based on the internal performance appraisal results of the company.
The salary of senior managers in 2021 consists of salary and bonus, which is determined according to their position, working years and performance appraisal results. The human resources department of the company shall propose specific salary indicators according to the salary plan and performance evaluation results, which shall be implemented after being approved by the chairman.
According to the professional quality, competence and performance of independent directors, combined with the region, industry and business scale of the company, and referring to the salary level of Listed Companies in the same industry, the company decided to confirm the allowance standard of independent directors as 150000 yuan per year (before tax), and the allowance of independent directors shall be paid on a monthly basis.
(there is no text on this page, which is the signature page of Beijing Relpow Technology Co.Ltd(300593) independent directors’ independent opinions on relevant matters)
Liu Dongsun Yuling Qiao Xiaolin
Lu Haitao
April 23, 2022
