Zhe Kuang Heavy Industry Co.Ltd(300837) independent director
The independent opinions on relevant matters of the 17th meeting of the third board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) Relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, as well as the Zhe Kuang Heavy Industry Co.Ltd(300837) articles of Association (hereinafter referred to as the “articles of association”) and the working system of independent directors, As an independent director of Zhe Kuang Heavy Industry Co.Ltd(300837) (hereinafter referred to as “the company”), we carefully reviewed the relevant deliberations of the 17th meeting of the third board of directors held on April 21, 2022, and expressed the following independent opinions:
1、 Independent opinions on the company’s profit distribution plan in 2021
After review, we believe that the formulation of the company’s profit distribution plan for 2021 comprehensively considers the current operation and development of the company and the interests of the majority of investors, conforms to the actual situation of the company at this stage and the needs of future operation and development, and matches the performance growth of the company. The company’s profit distribution plan for 2021 complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations. There is no violation of relevant laws, regulations and the articles of association, or damage to the interests of the company’s shareholders, especially small and medium-sized shareholders. We unanimously agree to the company’s profit distribution plan for 2021 and agree that the board of directors will submit the plan to the general meeting of shareholders for deliberation.
2、 After reviewing the independent opinions on the special report on the deposit and use of the company’s raised funds in 2021, we believe that the special report on the deposit and use of raised funds in 2021 prepared by the company complies with the relevant laws and administrative regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations According to the departmental rules and normative documents, the preparation content is true, accurate and complete, without false records, misleading statements and major omissions, which truthfully reflects the actual storage and use of the company’s raised funds in 2021, there is no violation of the storage and use of the raised funds, and there is no change or disguised change of the investment direction of the raised funds and damage to the interests of shareholders. We agree with the assurance report and opinions of Zhonghui Certified Public Accountants (special general partnership) on the deposit and use of the company’s raised funds in 2021. In conclusion, we agree to the special report on the deposit and use of raised funds in 2021 prepared by the company.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After review, we believe that the company has established a relatively perfect internal control system that can meet the needs of the company’s operation according to its own business characteristics and can be effectively implemented, so as to ensure the normal and orderly development of the company’s business activities, protect the safety and integrity of the company’s assets, and ensure the authenticity, legality, accuracy and integrity of accounting data and other information, which is in line with the actual situation of the company, It is reasonable and effective. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. Corporate governance, daily management, use of raised funds, information disclosure and other activities are carried out in strict accordance with the provisions of the company’s internal control, and the possible internal and external risks in each link are reasonably controlled. Therefore, we believe that the self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system. We agree with the internal control assurance report issued by Zhonghui Certified Public Accountants (special general partnership), and unanimously agree with the 2021 internal control self-evaluation report prepared by the company. 4、 Special instructions and independent opinions on the occupation of non operating funds and other related capital transactions of the company and the external guarantee of the company
(I) capital occupation of the company’s controlling shareholders and other related parties in 2021
During the reporting period, the company did not have any illegal occupation or disguised occupation of the company’s funds by controlling shareholders and other related parties.
(II) external guarantee of the company in 2021
In accordance with the relevant laws, regulations and normative documents such as the CSRC’s guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the Shenzhen Stock Exchange’s guidelines for the self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem, and the relevant provisions of the articles of association, we have carefully and carefully checked the company’s external guarantees in 2021, Special notes and independent opinions are hereby issued as follows:
1. In 2021, the guarantee provided by the company for customer supply chain financing was based on the reasonable needs of the company’s development and was conducive to the development of the company’s business. The guarantee decision was reviewed and approved by the board of directors, the procedure was legal and compliant, and the company fulfilled the relevant information disclosure obligations without harming the interests of the company and its shareholders, especially the minority shareholders. 2. During the reporting period, the company did not provide guarantees or other external guarantees for controlling shareholders and other related parties. As of December 31, 2021, the total amount of external guarantees approved by the company was 80 million yuan,
It actually occurred in January 2022. (the external guarantee was approved at the 15th meeting of the third board of directors on December 28, 2021 and implemented in January 2022. The amount of the external guarantee was 27 million yuan, accounting for 2.86% of the company’s audited net assets in 2020). The company has no overdue external guarantee, no external guarantee involving litigation and no loss due to the judgment of losing the guarantee. We express our independent opinions on the proposal and unanimously agree that the board of directors will submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the renewal of the audit institution of Zhonghui Certified Public Accountants (special general partnership) in 2022
We have engaged in the audit work of the listed company for many years, and we believe that we have rich professional experience in the audit work of the listed company, which can meet the professional requirements and obligations of the listed company, The company renewed the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and the employment procedures comply with the provisions of laws and regulations such as the securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of gem listed companies, and the articles of association, We express our independent opinion on the board of directors’ reappointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on confirming the remuneration of directors of the company in 2021
After review, we believe that the company’s directors’ remuneration in 2021 strictly implemented the relevant systems of directors’ remuneration, took full account of the company’s actual operation, industry and regional conditions, the remuneration payment and decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. We express our independent opinions on the proposal and unanimously agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on confirming the remuneration of senior managers of the company in 2021
After review, we believe that the remuneration of senior managers of the company in 2021 strictly implements the relevant systems of remuneration of senior managers, takes full account of the actual business situation of the company and the conditions of the industry and region, the remuneration payment and decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation damaging the interests of the company and shareholders. We express our independent opinion on the motion.
8、 Independent opinions on the cooperation between the company and banks in supply chain financing business and the adjustment of external guarantee amount
After review, we believe that the adjustment of the amount of guarantee provided by the company for the supply chain financing business of the customer’s Bank is a reasonable adjustment based on the business development. This matter complies with the provisions of the company law of the people’s Republic of China, the laws and regulations, normative documents and the articles of association, meets the needs of the company’s operation and development, and its decision-making procedures are legal and effective, without damaging the interests of the company and shareholders. Therefore, we unanimously agree that the company will carry out supply chain financing business cooperation with banks and adjust the amount of external guarantee.
9、 Independent opinions on terminating the issue of shares to specific objects through summary procedures in 2021 and planning to issue convertible corporate bonds to unspecified objects
After review, we believe that the company’s decision to terminate the issuance of shares to specific objects through summary procedures in 2021 is in line with the company’s business development plan, relevant laws and regulations and the articles of association. The board of directors of the company has performed the necessary procedures when deliberating the proposal. The company’s termination of the issuance of shares to specific objects through summary procedures in 2021 will not have a material impact on the company’s production and operation activities. To sum up, we agree that the company will terminate matters related to the issuance of shares to specific objects through summary procedures in 2021.
10、 Independent opinions on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
After examination, we believe that according to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), we have checked the relevant matters of the company item by item according to the qualifications and relevant conditions of companies listed on the gem to issue convertible corporate bonds to unspecified objects, It is considered that the company meets the qualifications and conditions for GEM listed companies to issue convertible corporate bonds to unspecified objects. We agree that the company meets the qualification and relevant conditions for GEM listed companies to issue convertible corporate bonds to unspecified objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the company’s plan to issue convertible corporate bonds to unspecified objects
After examination, we believe that the plan prepared by the company for issuing convertible corporate bonds to unspecified objects complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, as well as the normative documents issued by the CSRC. We agree with the above matters and the contents of the plan, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the company’s plan to issue convertible corporate bonds to unspecified objects
After review, we believe that the plan prepared by the company for issuing convertible corporate bonds to unspecified objects complies with the provisions of relevant laws, regulations, rules and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), conforms to the actual situation of the company, and does not harm the interests of the company and all shareholders. We agree with the above matters and the contents of the plan, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
13、 Independent opinions on the demonstration and analysis report of the company’s scheme of issuing convertible corporate bonds to unspecified objects
After review, we believe that the demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects prepared by the company fully demonstrates the necessity and feasibility of issuing shares this time, and there is no behavior damaging the interests of the company and all shareholders. We agree with the above matters and the contents of the report, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects
After review, we believe that the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects prepared by the company has made a full and detailed description of the use plan of raised funds, the basic situation of the project, the necessity and feasibility of the project, and the impact of this issuance on the operation, management and financial status of the company, which is conducive to investors’ full understanding of this issuance. We unanimously agree to the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects prepared by the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
15、 Independent opinions on the report on the use of the company’s previously raised funds
After review, we believe that after reviewing the report on the use of the previously raised funds and the verification report on the use of the previously raised funds issued by the accountant, we believe that the company strictly abides by the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the storage and use of the raised funds, and the disclosed information on the use of the raised funds is true, accurate and complete, The use of the company’s previously raised funds did not violate the requirements of laws and regulations. We agree with the contents of the report on the use of the company’s previously raised funds and agree to submit the proposal to the general meeting of shareholders for deliberation.
16、 Independent opinions on the issuance of convertible corporate bonds to unspecified objects, dilution of immediate return, filling measures and commitments of relevant subjects
After review, we believe that the company’s analysis on the impact of diluting the immediate return on the company’s main financial indicators by issuing convertible corporate bonds to unspecified objects and the proposed measures to fill the return, as well as the commitments made by the company’s controlling shareholders, actual controllers, directors and senior managers to ensure that the company’s measures to fill the immediate return are effectively fulfilled, Comply with the relevant provisions of laws, regulations and normative documents such as the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, several opinions on further promoting the healthy development of the capital market and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC, and there is no act that damages the interests of the company and all shareholders. We express our opinions on the above matters and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
17、 Independent opinions on the company’s shareholder return plan for the next three years (20222024)
After review, we believe that according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) issued by the CSRC and in combination with the actual situation of the company, the company
