Shanghai Step Electric Corporation(002527) independent director
Independent opinions on matters related to the 20th meeting of the 5th board of directors
Shanghai Step Electric Corporation(002527) (hereinafter referred to as “the company”) the 20th meeting of the 5th board of directors was held on April 23, 2022. As an independent director of the company, we have carefully read and reviewed the information on relevant matters and have a detailed understanding of the relevant situation. Now, in accordance with the provisions of the Shenzhen Stock Exchange Stock Listing Rules, the rules for independent directors of listed companies and other laws and regulations, as well as the company’s charter, the working system of independent directors and other relevant rules and regulations, Independent opinions on relevant matters of the 20th meeting of the 5th board of directors are as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
The guidelines of CSRC No. [2023] on the further implementation of cash dividend plan for listed companies and other relevant matters conducive to the healthy development of listed companies (CSRC Notice No. [20232027 on the issuance of cash dividend plan for listed companies, which is in line with the relevant provisions of the articles of association of China Securities Regulatory Commission). Therefore, we agree to the company’s 2021 profit distribution plan and agree to submit it to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinions on the deposit and actual use of raised funds in 2021
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the relevant provisions of the company’s measures for the administration of raised funds, and there are no violations in the deposit and use of raised funds.
The relevant contents of the special report on the deposit and actual use of raised funds in 2021 prepared by the company are true, accurate and complete, and there are no false records, misleading statements and major omissions. The special report on the deposit and actual use of raised funds in 2021 prepared by the company complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and truly reflects the deposit and actual use of raised funds in 2021.
3、 Independent opinions on the self evaluation report on internal control in 2021 prepared by the board of directors
The internal control system established by the company can generally comply with and meet the relevant provisions of relevant national laws and regulations and the relevant requirements of regulatory authorities. There are no major defects in the integrity, rationality and effectiveness of the company’s internal control system and relevant systems in all major aspects, and there are no major deviations in the actual implementation process, On the whole, it can fully and effectively ensure the safety of the company’s assets and the normal development of operation and management activities.
The self-evaluation report on internal control in 2021 prepared by the board of directors truly, comprehensively and objectively reflects the establishment and implementation of the company’s internal control system.
4、 Independent opinions on the self inspection form for the implementation of internal control rules
The company has formulated relatively complete rules and regulations for corporate governance and internal control. The implementation of the company’s internal control system is good, and the relevant statements in the company’s self inspection form for the implementation of internal control rules are true, accurate and complete.
5、 Independent opinion on renewing the appointment of Lixin Zhonglian Certified Public Accountants (special general partnership) as the company’s external auditor in 2022
Lixin Zhonglian Certified Public Accountants (special general partnership) can adhere to the principle of independent audit in the process of practice, and the professional reports issued for the company are objective and fair. The company’s continued employment of Lixin Zhonglian Certified Public Accountants (special general partnership) is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and shareholders, especially the interests of minority shareholders. Lixin Zhonglian Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability. The review procedure of the company’s renewal of the 2022 audit institution complies with the relevant provisions of relevant laws and regulations, agrees to recommend Lixin Zhonglian Certified Public Accountants (special general partnership) as the audit institution of listed companies, and agrees to submit the matter to the 2021 annual general meeting of shareholders of the company for review.
6、 Special instructions and independent opinions on the occupation of non operating funds, other related capital transactions and external guarantees of the company in 2021
Upon inspection, the company and its subsidiaries did not occupy non operating funds of controlling shareholders and other related parties during the reporting period.
Upon inspection, the company and its subsidiaries had no major related party transactions or other related capital transactions during the reporting period.
Upon inspection, during the reporting period, the total amount of comprehensive credit line applied by the company and its holding subsidiaries to financial institutions and guaranteed by the company within the line is expected to not exceed RMB 1.18 billion, accounting for 38.45% of the company’s audited net assets attributable to shareholders of Listed Companies in 2021. In 2021, the above guarantee amount of 895543 million yuan has been used. In 2021, the company and its holding subsidiaries had no illegal guarantees, no overdue guarantees, and no illegal guarantees occurred in previous years and accumulated to the reporting period.
7、 Independent opinions on the remuneration of directors and senior managers in 2021
After verification, we believe that the remuneration of directors and senior managers of the company in 2021 is true and accurate, the remuneration decision-making procedure of directors and senior managers of the company is legal, the payment standard is reasonable, the incentive mechanism is in place, and in line with relevant regulations and the development status of the company. Therefore, we agree to this proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. 8、 Independent opinions on the remuneration scheme of directors and senior managers in 2022
After verification, the company’s salary plan is reasonable according to the salary level of the industry and region, combined with the actual situation of the company’s operation and development, which is in line with the actual situation of the company, conducive to improving the competitiveness of the company, ensuring the realization of the company’s development strategic objectives and in line with the interests of investors. It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation
9、 Independent opinions on the prediction of daily connected transactions in 2022
It is verified that the amount of the company’s daily connected transactions in 2022 is expected to be based on the needs of the company’s business development and actual production and operation, and the price of related connected transactions is fair and reasonable. The transaction pricing follows the principles of objectivity, fairness and fairness, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, There is no business dependence on related parties due to related party transactions. When the board of directors of the company considers the above connected transactions, the connected directors withdraw from voting. The above-mentioned decision-making procedures for connected transactions comply with the provisions of the company law, the securities law, the articles of association and the company’s decision-making system for connected transactions, and the decision-making procedures are legal and effective. Therefore, we unanimously agree to the proposal on the prediction of daily connected transactions in 2022.
10、 Independent opinions on applying for comprehensive credit line from financial institutions and providing guarantee within the line in 2022
This time, the company and its subsidiaries applied to financial institutions for a comprehensive credit line and the company provided guarantees within the line, which is conducive to improving the efficiency of the use of working capital of the company and its subsidiaries and in line with the overall interests of the company. Effective risk control measures are also taken for the guarantees involved in the credit line, which can effectively prevent and control risks.
This item does not harm the interests of the company and all shareholders, especially the minority shareholders, and complies with the provisions of relevant laws, regulations and the articles of association.
Therefore, we agree that the company and its subsidiaries apply for a comprehensive credit line from financial institutions and the company will provide guarantee within the line, and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on using some idle self owned funds to purchase financial products
The company and its subsidiaries have fulfilled the corresponding examination and approval procedures for the purchase of financial products with some idle self owned funds, and comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
On the premise of ensuring normal operation and capital safety, the company and its subsidiaries use some idle self owned funds to purchase financial products, which can effectively improve the efficiency of capital use and increase the company’s income, which is in line with the interests of the majority of investors. We agree that the company and its subsidiaries use some idle self owned funds of no more than 80 million yuan to purchase financial products.
We hereby give our opinion
(there is no text on this page, which is only the signature page of independent opinions of independent directors)
Signature of independent director:
Wang Tianmiao, Yan Jiezhong bin
Date of signature: April 23, 2022
