Sichuan Dawn Precision Technology Co.Ltd(300780) independent directors
Independent opinions on matters related to the 23rd Meeting of the third board of directors
Sichuan Dawn Precision Technology Co.Ltd(300780) (hereinafter referred to as ” Sichuan Dawn Precision Technology Co.Ltd(300780) ” or “the company”) held the 23rd Meeting of the third board of directors on April 22, 2022. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws, regulations and normative documents, as well as the relevant provisions of Sichuan Dawn Precision Technology Co.Ltd(300780) articles of association and Sichuan Dawn Precision Technology Co.Ltd(300780) independent director system, As an independent director of Sichuan Dawn Precision Technology Co.Ltd(300780) , we have checked the relevant materials in a serious, responsible and independent judgment attitude. After careful analysis, we hereby express the following independent opinions on the relevant matters considered at the 23rd Meeting of the third board of directors of the company:
(I) independent opinions on the company’s profit distribution plan in 2021
We believe that the profit distribution plan of the company conforms to the actual situation of the company, takes into account the reasonable return of shareholders and the normal operation and sustainable development of the company. The profit distribution plan does not damage the interests of minority shareholders, is conducive to the normal operation and healthy development of the company, and complies with relevant laws and regulations, normative documents and the articles of association.
All independent directors unanimously agreed on the company’s profit distribution plan and agreed to submit it to the 2021 annual general meeting for deliberation.
(II) independent opinions on the expected events of the company’s daily connected transactions in 2022
The estimated amount of daily connected transactions between the company and related parties is required by the company’s daily operation. The transactions comply with the market operation rules, the transaction pricing is fair, there is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders, and comply with the provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other laws, regulations and normative documents.
All independent directors unanimously agree on the estimated amount of daily connected transactions of the company in 2022.
(III) independent opinions on the company’s application for credit line and guarantee from the bank
We believe that this application for credit line and guarantee from the bank is to meet the needs of the production, operation and development of the company and its subsidiaries. This guarantee is a guarantee for wholly-owned subsidiaries, which helps to meet the needs of business development funds of subsidiaries, promote the sustainable and steady development of subsidiaries, and the company has the ability to control its operation and management risks. There is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders, which is in line with the provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other laws, regulations and normative documents.
All independent directors unanimously agree to apply to the bank for credit line and guarantee.
(IV) independent opinions on the company’s self evaluation report on internal control in 2021
We believe that the company has established a relatively perfect corporate governance structure and internal control system, which meets the requirements of relevant Chinese laws, regulations and securities regulatory authorities, the company’s business characteristics and management requirements, can meet the needs of the company’s development at this stage, and plays an effective role in controlling and supervising the company’s business management; During the reporting period, the company strictly implemented the internal control system, and there was no violation of the relevant provisions of Shenzhen Stock Exchange and the company’s internal control system. The company’s self-evaluation report on internal control in 2021 objectively reflects the real situation of the company’s internal control. The company’s internal control organization is complete and the distribution of functions and responsibilities is clear, covering all levels and links of the company’s operation, ensuring the full and effective implementation and supervision of the company’s internal control activities, without obvious weak links and major defects.
We agree with the company’s self evaluation report on internal control in 2021.
(V) independent opinion on the company’s special report on the deposit and use of raised funds in 2021. In 2021, the company deposited and used the raised funds in accordance with the provisions and requirements of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM, the management system of raised funds, and timely disclosed the deposit and use of raised funds, There are no violations in the use and management of raised funds. The special report on the deposit and use of raised funds in 2021 prepared by the company is true, accurate and complete without false records, misleading statements and major omissions.
(VI) independent opinions on the company’s special report on the occupation of non operating funds and other related capital transactions
Lixin Certified Public Accountants issued the special report on the occupation of Sichuan Dawn Precision Technology Co.Ltd(300780) non operating funds and other related capital transactions (Xin Hui Shi Bao Zi [2022] No. za11241).
We agree to the special report on the occupation of non operating funds and other related capital transactions.
(VII) independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2022
Independent directors believe that the remuneration of directors, supervisors and senior managers of the company in 2022 is based on the remuneration level of the company’s industry and the actual operation of the company. Comply with the company law, the articles of association and other relevant provisions, fully mobilize the work enthusiasm and creativity of directors, supervisors and senior managers, and promote the sustainable and healthy development of the company without damaging the interests of the company and shareholders.
All independent directors unanimously agreed on the remuneration of directors, supervisors and senior managers of the company in 2022.
(VIII) special instructions on the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantee
According to the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission), the opinions of the State Council on further improving the quality of listed companies (GF [2020] No. 14) and other documents, as well as the articles of association, external guarantee management system and other system provisions, We carefully checked the occupation of funds by the company’s controlling shareholders and related parties and the company’s external guarantee during the reporting period, and agreed that:
1. There is no abnormal occupation of the company’s funds by the controlling shareholders and other related parties, and there is no illegal occupation of the company’s funds by the controlling shareholders and other related parties that occurred in previous years and accumulated to the reporting period;
2. The company has no external guarantee.
Independent director: Ren Shichi, Yin Guofu, Mao Jie
April 25, 2022
