Shenzhen Sunwin Intelligent Co.Ltd(300044) independent director
Independent opinions on matters related to the 25th meeting of the 5th board of directors
In accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations, rules and regulations, the articles of association of the company, the working system for independent directors (revised in August 2021) and the working procedures for annual reports of independent directors, we are independent directors of Shenzhen Sunwin Intelligent Co.Ltd(300044) (hereinafter referred to as the “company”), Express the following independent opinions on matters related to the 25th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders, actual controllers and other related parties and the company’s external guarantees in 2021
In accordance with the relevant provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies, the CSRC has carefully understood and verified the occupation of funds by the controlling shareholders, actual controllers and other related parties and the external guarantees of the company during the reporting period, and issued the following independent opinions:
1. During the reporting period, the company did not occupy the company’s funds in violation of regulations by the controlling shareholders and other related parties involved in the negative opinion of the internal control assurance report in 2020; The funds occupied in 2020 have been fully recovered during the reporting period, and the capital cost of the above funds within a reasonable range has been charged.
2. During the reporting period, the company did not provide guarantees for shareholders, actual controllers and their related parties. 3. During the reporting period, the company provided guarantees for the former wholly-owned subsidiaries Ma’anshan college and Hefei Saiwei intelligent Co., Ltd. the financial risk of the company providing guarantees for the former wholly-owned subsidiaries Ma’anshan college and Hefei Saiwei intelligent Co., Ltd. was within the company’s control, and there was no violation of the relevant provisions of the CSRC and the articles of association.
2、 Independent opinions on supplementary consideration of related party transactions and the expected loan limit of related parties in 2022
The company’s supplementary consideration of related party loans and the expected amount of related party loans in 2022 is consistent with the loss, and has not caused material damage to the interests of the company and shareholders, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Relevant transactions are required by the company’s normal operation, will not affect the company’s independence and will not form dependence on related parties. The pricing will not affect the company’s daily operating conditions on the basis of market negotiation.
3、 Independent opinions on supplementary consideration of external financial assistance and related party transactions
We have carefully reviewed the proposal on supplementary consideration of external financial assistance and related party transactions considered at the 25th meeting of the Fifth Board of directors of the company. Based on the position of independent judgment, we believe that the company has recovered all principal and interest on December 30, 2021, without harming the interests of the company and all shareholders. This supplementary review procedure meets the requirements of relevant laws and regulations, normative documents and the articles of association, such as the Listing Rules of gem shares of Shenzhen Stock Exchange. We clearly agree with this supplementary review on the provision of financial assistance to foreign countries. In view of the fact that the company failed to identify and make an accurate judgment in time and submit it to the board of directors for consideration when the above-mentioned external financial assistance occurred, all independent directors reminded the company and relevant departments to pay high attention, strengthen the internal management of the company, improve the standard operation level of the company, and prevent and prevent the recurrence of similar situations.
4、 Independent opinions on correction and retroactive adjustment of previous accounting errors
After verification, we believe that the correction of accounting errors in the early stage of the company complies with the relevant provisions of the accounting standards for business enterprises and the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and error correction, and objectively and fairly reflects the financial situation of the company. The deliberation and voting procedures of the board of directors on the error correction comply with the provisions of laws, regulations, the articles of association and other relevant systems, and agree to the correction and retroactive adjustment of the above accounting errors.
5、 Independent opinions on 2021 profit distribution plan
The board of directors of the company put forward the profit distribution plan for 2021 by comprehensively considering the current operation situation and future development capital needs of the company: no cash dividend, no bonus shares, and no capital reserve converted into share capital. After review, we believe that the distribution plan is in line with the actual situation of the company, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and the relevant provisions of the CSRC. There is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, we agree with the profit distribution plan and agree to submit the profit distribution plan to the general meeting of shareholders of the company for deliberation.
6、 Independent opinion on self-evaluation report of internal control in 2021
After reviewing the self-evaluation report of the company’s internal control in 2021, we believe that during the reporting period, the company’s internal control management system has been basically established, and the internal control system is standardized, strict, sufficient and effective in terms of internal environment, goal setting, event identification, risk assessment, risk countermeasures, control activities, information and communication, inspection and supervision, and generally complies with relevant national laws According to the requirements of regulations and regulatory authorities, the company’s internal control activities basically cover all operation links. We believe that the company’s 2021 internal control self-evaluation report truly and objectively reflects the actual situation of the company’s internal control.
7、 Independent opinions on the special report on the deposit and use of raised funds in 2021
We believe that the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company complies with the relevant provisions of the measures for the administration of raised funds of listed companies and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. The content is true, accurate and complete, without false records, misleading statements and major omissions, and truthfully reflects the actual deposit and use of raised funds in 2021. We have noticed that there are non operating related party capital transactions in the process of temporarily replenishing liquidity by raising during the reporting period. We remind the company that the deposit and use of raised funds must comply with the relevant provisions 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 guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the raised funds management system. The company must strictly abide by the above regulations and guidelines, It shall not affect the normal progress of the investment plan of the raised funds, change the purpose of the raised funds in a disguised form and damage the interests of shareholders.
8、 Independent opinions on the remuneration scheme of directors and senior managers of the company
The remuneration scheme of directors and senior managers determined by the company shall comply with the provisions of relevant laws, regulations and the articles of Association; The decision-making procedure and determination basis of annual remuneration comply with the provisions of relevant laws and regulations and the articles of association. It is agreed that the company will pay remuneration to directors and senior managers according to the established remuneration amount, and it is agreed that the director’s remuneration scheme will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on repurchase and cancellation of the third phase of restricted shares granted but not yet released that do not meet the incentive conditions
The restricted shares granted but not yet deregulated in this repurchase and cancellation comply with the administrative measures for equity incentive of listed companies and the company’s phase III restricted stock incentive plan, and have performed necessary and compliant decision-making procedures, which is in line with safeguarding the interests of the company and all shareholders. Therefore, we agree to repurchase and cancel the third phase of restricted shares granted to the above incentive objects but not yet released, and agree to submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinion that the influence of the matters involved in the company’s 2020 audit report cannot be expressed and has been eliminated
We carefully reviewed the special statement on the elimination of the impact of matters involved in the audit report of Shenzhen Sunwin Intelligent Co.Ltd(300044) 2020 issued by the board of directors of the company. We believe that the above report truly and objectively reflects the actual situation of the company, and the impact involved in the audit report of the company in 2020 has been eliminated, We have no objection to the special statement on the elimination of the impact of matters involved in the audit report of Shenzhen Sunwin Intelligent Co.Ltd(300044) 2020 issued by the company.
11、 Independent opinions on the company’s application to Shenzhen stock exchange for cancellation of delisting risk warning and other risk warnings on the company’s Stock Exchange
After verification, the delisting risk warning and other risk warnings of the company’s shares have been corrected. According to the relevant provisions of the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the company has not been subject to the delisting risk warning specified in article 10.3.1 and any of the circumstances specified in Items 1 to 4 of paragraph 1 of article 10.3.10, Article 9.4 the risk of being withdrawn from the Shenzhen Stock Exchange and other warning conditions in the implementation of the warning rules of the Shenzhen Stock Exchange also do not meet the risk of delisting. The cancellation of delisting risk warning and other risk warnings of the company’s shares is conducive to protecting the interests of the company and minority shareholders. Therefore, we agree that the company applies to Shenzhen stock exchange for cancellation of delisting risk warning and other risk warnings. (no text below)
(there is no text on this page, which is the signature page of Shenzhen Sunwin Intelligent Co.Ltd(300044) independent directors’ independent opinions on matters related to the 25th meeting of the Fifth Board of directors)
independent director:
Dai Xinmin, Wang Zhidong, Yu HENGQIANG
April 26, 2002
