Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029)
Independent directors' comments on the 13th meeting of the 5th board of directors of the company
Special instructions and independent opinions on relevant matters
As an independent director of Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) (hereinafter referred to as "the company"), we are in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the standardized operation of listed companies, the company's independent director system and Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) articles of association According to the provisions of relevant laws, regulations and rules, the opinions on the relevant matters considered at the 13th meeting of the Fifth Board of directors are as follows: I. independent opinions on the provision for asset impairment in 2021
The company's provision for asset impairment is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company's assets, and does not harm the interests of the company and minority shareholders. The company's provision for asset impairment this time is to more fairly reflect the company's financial situation and operating results. Necessary procedures have been performed, which is in line with the interests of the company and all shareholders. We agree that the company will make provision for asset impairment in 2021. 2、 Independent opinions on profit distribution plan in 2021
The board of directors of the company explained that the reasons for not paying cash dividends in 2021 were in line with the actual situation of the company. In order to meet the operating capital needs of the company in 2022, the board of directors decided not to pay cash dividends, bonus shares or increase share capital with provident fund this year, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the self-evaluation report of internal control in 2021;
After verification, the company has established and improved the internal control system, which has been effectively implemented, meets the requirements of relevant national laws, regulations and securities regulatory authorities, and plays an effective role in controlling and supervising the operation and management of the company. After verification, we believe that the 2021 internal control self-evaluation report of the board of directors comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system. 4、 Special instructions and independent opinions on the occupation of funds by related parties and external guarantee
In accordance with the provisions of the company law, the notice on regulating the capital transactions between listed companies and related parties and the external guarantee of listed companies and other relevant laws and regulations, as an independent director of the company, we have verified the capital occupation and external guarantee of the company's controlling shareholders and other related parties on the principle of seeking truth from facts, and issued the following independent opinions: (I) as of December 31, 2021, The company's controlling shareholders and other related parties do not occupy the company's funds, nor do they occupy the funds of the company's controlling shareholders and other related parties that occurred in previous years and accumulated to December 31, 2021. (II) as of December 31, 2021, the company has no illegal external guarantee, nor has there been any illegal external guarantee in previous years and accumulated to December 31, 2021. 5、 Independent opinions on correction of previous accounting errors
The independent directors believe that the adjustment and correction of the errors in the previous period comply with the relevant provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates or correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information, and the corrected financial data and financial statements can more objectively and fairly reflect the financial situation of the company; The deliberation and voting procedures of this preliminary error correction comply with the relevant provisions of laws, regulations and the articles of association, and agree to this preliminary error correction. 6、 Independent opinions on the company's application for withdrawal of delisting risk warning and other risk warnings
On April 28, 2022, the 13th meeting of the 5th board of directors held by the company deliberated and adopted the proposal on applying for cancellation of delisting risk warning for the company's shares. After verification, the delisting risk warning of the company's shares has been eliminated. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the company's operation does not exist under any of the circumstances specified in Items 1 to 4 of paragraph 1 of article 10.3.10, In addition, the company does not have other situations requiring delisting risk warning specified in the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), and has met the conditions for applying for cancellation of delisting risk warning in the Shenzhen Stock Exchange Stock Listing Rules (revised in December 2020).
The cancellation of delisting risk warning 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. 7、 Independent opinion on unqualified audit report with explanatory paragraph
Beijing Xinghua Certified Public Accountants (special general partnership) issued an unqualified audit report with explanatory paragraphs for the company's 2021 financial statements. The contents of the audit report objectively and truly reflect the actual financial situation of the company and reveal the risks faced by the company. We agree with the audit report issued by ZTE Guanghua certified public Accountants (special general partnership) for the company's 2021 financial statements. In addition, we will continue to pay attention to and supervise the corresponding measures taken by the board of directors and management of the company, and hope that the company can properly handle relevant matters, so as to improve the company's sustainable operation ability and safeguard the interests of all investors of the company. Independent directors: Song Dongsheng, Liu Yuli
Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) board of directors
April 28, 2022