Changshu Guorui Technology Co.Ltd(300600)
Special instructions and independent opinions of independent directors
Changshu Guorui Technology Co.Ltd(300600) the fourth session of the Fourth Board of directors was held in the conference room on the second floor of the company on April 25, 2021. As an independent director of the company, we attended the meeting. In accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies, the guidelines on the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association and the working system of independent directors, and based on the position of independent judgment, the following independent opinions are expressed on the proposals considered at this meeting: 1. On the occupation of company funds by controlling shareholders and other related parties Special description and independent opinions on the external guarantee of the company
In accordance with the provisions and requirements for listed companies in the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), we are an independent director of Changshu Ruite Electric Co., Ltd. (hereinafter referred to as the “company”), Carefully checked the funds occupied by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021, and issued the following special instructions and independent opinions:
1. As of December 31, 2021, the company has no funds occupied by controlling shareholders and other related parties;
2. In 2021, the company did not provide guarantee for the controlling shareholder, actual controller and other related parties, any unincorporated unit or individual, and the controlling shareholder, actual controller and other related parties did not force the company to provide guarantee for others. The company also has no external guarantee.
2、 Independent opinions on the evaluation report on the effectiveness of the company’s internal control in 2021
In order to strengthen and standardize the enterprise’s internal control, improve the enterprise’s operation and management level and risk prevention ability, and promote the sustainable development of the enterprise, according to the provisions of relevant laws and regulations, the company conducted a comprehensive inspection on the internal control and issued the 2021 internal control evaluation report. The report truly reflects the internal control system of the company, introduces the important activities, work and results of the company to strengthen and improve internal control, and explains the key internal control activities of the company, such as external investment, subsidiary management, purchase and sale of assets, external guarantee, deposit and use of raised funds. It shows that the company’s internal control system is relatively perfect and operable, and there are no obvious weak links and key defects. After the establishment of various systems, they have been effectively implemented, which has played a better role in supervising and guiding the standardized actions of the company.
With the gradual improvement of relevant laws and regulations and the development of the company, the company should adaptively adjust the current internal control system to continuously improve the corporate governance structure and improve the standard operation level.
3、 Independent opinions on the company’s profit distribution plan
We believe that the company’s profit distribution plan for 2021 is proposed based on the company’s development stage and operating capacity and considering the company’s development strategic plan, annual business plan, profitability and cash flow. The distribution plan meets the requirements of relevant regulations, fully respects the interests of investors, attaches great importance to the reasonable return to the company’s shareholders, and is in the interests of the company and all shareholders. Therefore, we agree to the cash profit distribution plan for 2021. And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the deposit and actual use of the company’s raised funds in 2021
The use of the company’s raised funds complies with the requirements of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies, and the business memorandum for gem information disclosure No. 1 – use of over raised funds and idle raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
5、 Independent opinions on related party transactions of the company in 2021
As an independent director of the company, we carefully checked the related party transactions of the company in 2021. The company did not have any major related party transactions in 2021, which was in line with the actual production and operation needs of the company, and there were no internal transactions or acts damaging the interests of the company and all shareholders.
6、 Independent opinions on the remuneration of senior managers of the company in 2021
After assessment, we believe that: in 2021, senior executives have better completed various responsibilities of their posts, reflected strong management and leadership ability, solid work style, good at coordinating various related matters of the company, handled affairs efficiently, basically mastered relevant laws and regulations in their respective fields, and can be applied in their work.
The remuneration paid by the company to senior executives is in line with the company’s business activities and consistent with the work scope, responsibilities and importance of senior executives.
7、 Proposal on the company’s reappointment of the audit institution in 2022
After assessment, we believe that Dahua Certified Public Accountants (special general partnership) can comply with the requirements of maintaining independence in the basic principles of professional ethics in the audit work, the auditors have the necessary professional knowledge and relevant professional certificates for the annual audit of listed companies, are competent for the audit work, and the professional liability insurance they have insured can cover the civil liability caused by audit failure. Based on the above reasons, We agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
8、 Proposal on the company’s provision for credit impairment loss, asset impairment loss and write off of assets in 2021
We believe that the company’s provision for credit impairment losses, asset impairment losses and write off assets is based on the principle of prudence, in line with the accounting standards for business enterprises, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, truly reflects the company’s financial status, asset value and operation, and does not harm the interests of the company and minority shareholders. In view of this, we agree that the company will withdraw credit impairment losses and asset impairment losses in 2021 and write off assets.
9、 Proposal on the correction of accounting errors in the early stage of the company
We believe that the company’s correction of this accounting error is in line with the actual operation and financial situation of the company, The correction of accounting errors complies with the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and error correction, the rules for the preparation of information disclosure by companies offering securities to the public No. 19 – correction and related disclosure of financial information, the guidelines for the application of regulatory rules – Accounting No. 1 and other relevant documents of the China Securities Regulatory Commission, and the corrected information can be more objective Fairly reflect the financial status and operating results of the company, and there is no situation that damages the interests of the company and the legitimate rights and interests of minority shareholders. We agree to the correction of accounting errors this time.
(there is no text below, which is the signature page of Changshu Guorui Technology Co.Ltd(300600) independent directors’ independent opinions on relevant proposals of the fourth meeting of the Fourth Board of directors) signature of independent directors:
Zhao Rongxiang, Wu Yinyin
Wang Yishu
