Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
Independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors
As an independent director of Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (hereinafter referred to as the “company”), in accordance with the company law, the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association In accordance with the working system of independent directors and other relevant laws and regulations, normative documents and rules and regulations of the company, with a serious and responsible attitude and based on independent judgment, the company carefully considered the relevant matters considered at the ninth meeting of the Fifth Board of directors, and expressed the following independent opinions:
1、 Independent opinions on the occupation of the company’s funds and external guarantees by controlling shareholders and other related parties
1. In 2021, the company did not occupy the company’s funds in violation of regulations by controlling shareholders and other related parties, nor did it occupy the company’s funds in disguise in other ways.
2. As of December 31, 2021, the cumulative amount of effective external guarantee limit approved by the company and its holding subsidiaries is 49591682 million yuan. The actual external guarantee balance of the company and its holding subsidiaries is 24962861 million yuan, of which the guarantee balance of the company to its holding subsidiaries is 957031 million yuan, the guarantee balance of subsidiaries to its subsidiaries is 196863 million yuan, and the off balance sheet guarantee balance of the company and its holding subsidiaries is 134242 million yuan.
We agree that:
1. The company can conscientiously implement the requirements of laws, administrative regulations and other normative documents, and strictly control the risk of funds occupied by related parties and external guarantee risk.
2. The company has established a relatively perfect external guarantee risk control system. The company’s external guarantee can perform corresponding decision-making procedures in strict accordance with laws, administrative regulations and other normative documents and the relevant provisions of the articles of association, and timely perform the obligation of information disclosure; There is no violation of the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (CSRC [2022] No. 26) and the stock listing rules of Shenzhen Stock Exchange, there are no illegal external guarantees, and the rights and interests of the company and minority shareholders are not damaged.
3. Up to now, the company has no guarantee liability due to the debt default of the guaranteed party.
2、 Independent opinion on the special description of matters involved in the audit report with unqualified opinions in the highlighted matters section in 2021
The board of directors of the company made a special explanation on the matters involved in the audit report with unqualified opinions on the highlighted items in the financial report of 2021 issued by the accounting firm, and we agree with the opinions of the board of directors. We require the board of directors and management of the company to actively promote relevant work and strive to eliminate the emphasized matters and their impact as soon as possible.
3、 Independent opinions on 2021 profit distribution plan
After deliberation, we believe that the distribution plan proposed by the board of directors based on the actual situation of the company complies with the relevant regulatory regulations of the company law, the articles of association and the shareholder return plan for the next three years (20192021).
The profit distribution plan is formulated on the basis of the business performance in 2021, taking full account of the company’s industry characteristics, development stage, business situation, daily production and operation needs, future development capital needs and other factors. It matches the company’s business performance and future development, and does not damage the interests of the company and its shareholders.
We unanimously agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on confirmation of directors’ remuneration in 2021 and directors’ remuneration scheme in 2022
After deliberation, we believe that in 2021, the directors of the company are diligent and conscientious, strictly implement the resolutions of the board of directors and the general meeting of shareholders, and the remuneration obtained is appropriate, which is linked to their post contribution, responsibilities and the overall business performance of the company, which can fully mobilize the work enthusiasm of the directors of the company and is conducive to the sustainable, healthy and stable development of the company.
In principle, the remuneration plan of the company’s directors in 2022 is the same as that in 2021. It is reasonable and feasible to adjust it according to the company’s benefits and industrial environment.
In this case, all directors of the company, as related parties, withdraw according to law, which is in line with the provisions of laws, regulations, normative documents and the articles of association.
We unanimously agree to the company’s 2021 directors’ remuneration and 2022 directors’ remuneration plan, and agree to directly submit the proposal to the company’s 2021 annual general meeting for deliberation.
5、 Independent opinions on the confirmation of executive compensation in 2021 and executive compensation scheme in 2022
After deliberation, we believe that in 2021, the company’s senior executives are diligent and responsible, and the salary obtained is appropriate. It is linked to their post contribution, responsibilities and the company’s overall operating performance, which can fully mobilize the work enthusiasm of the company’s senior executives and is conducive to the sustainable, healthy and stable development of the company.
In principle, the company’s executive compensation plan in 2022 is the same as that in 2021. It is reasonable and feasible to adjust it according to the company’s benefits and industry environment.
The deliberation procedure of this matter is legal and compliant, and the related directors are withdrawn according to law, which is in line with the provisions of laws, regulations, normative documents and the articles of association.
We unanimously agree on the company’s executive compensation plan for 2021 and 2022.
6、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After deliberation, we believe that the self-evaluation report on internal control in 2021 prepared by the board of directors complies with the relevant provisions of the basic norms of enterprise internal control, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on the annual internal control evaluation report, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which is comprehensive, true and reliable It objectively reflects the actual construction, operation and supervision of the company’s internal control.
We unanimously agree to the 2021 internal control self-evaluation report prepared by the board of directors of the company.
7、 Independent opinions on the special notes of the board of directors on matters involved in the internal control assurance report with unqualified opinions on highlighted matters
The board of directors of the company made a special explanation on the matters involved in the internal control assurance report issued by the accounting firm in 2021 with an unqualified opinion on the highlighted items. We agree with the opinions of the board of directors, actively supervise the implementation of various rectification measures by the board of directors and the management, continue to pay attention to the effect of the company’s internal control, and effectively safeguard the legitimate rights and interests of the company and the majority of investors.
8、 Independent opinions on the formulation of shareholder return plan for the next three years (20222024)
The shareholder return plan for the next three years (20222024) formulated by the board of directors of the company complies with the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, takes full account of the current and future development of the company, and pays attention to the reasonable requirements and suggestions of shareholders, especially small and medium-sized shareholders, It can achieve a reasonable return on investment to shareholders and take into account the actual situation of the company, which is conducive to the sustainable and stable development of the company and safeguard the legitimate rights and interests of all shareholders.
We agree to the “return to shareholders plan for the next three years (20222024)” formulated by the board of directors of the company, and agree to submit the plan to the 2021 annual general meeting of shareholders for deliberation.
9、 Independent opinions on carrying out commodity futures hedging business
After deliberation, we believe that the purpose of the company and its subsidiaries to carry out raw material futures hedging business is to effectively prevent and resolve the market risk caused by the price change of raw materials, reduce the product cost fluctuation caused by the price fluctuation of raw materials, and reduce the impact of the price fluctuation of raw materials on the normal operation of the company, which is a necessary means to protect the normal operating profits. The company has formulated the management system of commodity futures hedging business and improved relevant internal control processes, and the targeted risk control measures taken by the company are feasible and effective; Meanwhile, the margin of commodity futures hedging business to be carried out by the company and its subsidiaries will use its own funds and strictly comply with the provisions of relevant laws and regulations, normative documents and relevant systems of the company.
We agree that the company and its subsidiaries shall carry out futures hedging business, and the total amount of idle self owned funds invested in commodity futures hedging business shall not exceed RMB 200 million. The business development period shall be one year from the date of deliberation and approval by the board of directors.
10、 Independent opinions on carrying out foreign exchange forward settlement and sales business
After deliberation, we believe that the company and its subsidiaries carry out forward foreign exchange settlement and sales business to lock in costs, reduce some exchange gains and losses, reduce financial expenses and reduce operational risks. The company has conducted strict internal evaluation for the operation of long-term foreign exchange settlement and sales business and established corresponding supervision mechanism, which can effectively control risks, which is in line with the interests of the company and all shareholders and conducive to the long-term development of the company.
We agree that the company and its subsidiaries shall carry out forward foreign exchange settlement and sales business, with a total scale of no more than the equivalent of RMB 660 million, and the business period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting; And agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation after the deliberation and approval of the board of directors.
11、 Independent opinions on using idle self owned funds for cash management
After deliberation, we believe that under the premise of ensuring normal operation and ensuring capital safety, the company and its subsidiaries (branches) use idle self owned funds for cash management, which can effectively improve the company’s capital use efficiency and increase investment income, will not have an adverse impact on the company’s normal production and operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. The decision-making procedure of this matter is legal and compliant, and complies with the provisions of laws, regulations, normative documents and the articles of association.
We unanimously agree that the company and its subsidiaries (branches) use their own funds with a total amount of no more than RMB 500 million for cash management. The above amount can be recycled within the validity period, and the business development period is one year from the date of deliberation and approval by the 2021 annual general meeting of shareholders. We also agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation after deliberation and approval by the board of directors.
12、 Independent opinions on the provision for asset impairment
After deliberation, we believe that the company’s provision for asset impairment this time is conducive to ensuring the standardized operation of the company, more accurately and fairly reflecting the company’s financial status and operating results, and there is no situation damaging the interests of the company and all shareholders; The company’s review procedures are legal and compliant.
We unanimously agree that the company will withdraw the provision for asset impairment this time.
13、 Independent opinions on the guarantee provided by the company and its subsidiaries for participating subsidiaries
The company and its holding subsidiary Suzhou Yangfeng Technology Co., Ltd. provide guarantee for zhongxinchunxing new energy in order to support the development of subsidiaries and meet their normal production and operation capital needs, and zhongxinchunxing new energy will also provide equal counter guarantee for the company and Yangfeng technology, which is in line with the overall interests of the company.
In this guarantee, all shareholders of xinchunxing new energy provide corresponding guarantees according to the shareholding ratio, and the guarantee behavior is fair and equal.
The guarantee provided by the company and its subsidiaries to its subsidiaries this time complies with relevant regulations, and the decision-making procedure is legal and compliant.
We agree to the implementation of the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Suzhou Chunxing Precision Mechanical Co.Ltd(002547) independent director’s independent opinions on matters related to the 9th meeting of the 5th board of directors) signature of independent director: Qi Zhendong, Lu Wenlong
April 24, 2022
