Shenzhen Esun Display Co.Ltd(002751)
Independent opinions of independent directors on matters related to the second meeting of the Fourth Board of directors in 2022
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the Shenzhen Esun Display Co.Ltd(002751) articles of association, Shenzhen Esun Display Co.Ltd(002751) independent director working system and other relevant provisions, As an independent director of Shenzhen Esun Display Co.Ltd(002751) (hereinafter referred to as “the company”), after careful review, we hereby express the following independent opinions on the relevant matters considered at the second meeting of the Fourth Board of directors in 2022:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
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 issued by the CSRC, we have carefully checked the occupation of the company’s funds and the company’s external guarantees by the controlling shareholders and other related parties in 2021. After verification, we believe that:
(I) the capital transactions between the company and its controlling shareholders and other related parties can strictly comply with relevant laws and regulations and the requirements of regulatory authorities, and there is no violation of laws and regulations.
(II) the company has provided loan guarantee to its subsidiaries and fulfilled the necessary approval procedures. The occurrence of guarantee helps relevant companies to quickly obtain urgently needed funds and ensure the normal development of various businesses without violation of laws and regulations.
2、 Independent opinions on the self-evaluation report of internal control in 2021
In 2021, the general meeting of shareholders, the board of directors, the board of supervisors and the management of the company were serious and responsible, and the operation was coordinated and effective; Each department within the company performs its own duties, forming a working mechanism of mutual cooperation and mutual restriction; Equipped with professional internal auditors to exercise the function of internal supervision and effectively prevent risks. The self-evaluation report on internal control in 2021 prepared by the company complies with the requirements of relevant laws, regulations and relevant normative documents, and truly, objectively and accurately reflects the construction and actual operation of the company’s internal control system in 2021. Therefore, we agree to review the 2021 annual report on the company’s internal control and submit it to the 2021 annual general meeting.
3、 Independent opinions on 2021 profit distribution plan
The company’s annual profit distribution plan proposed in Chapter 2021 is not in line with the provisions of the company’s annual profit distribution rules and regulations, and we seriously consider the company’s annual profit distribution plan and the actual interests of all shareholders. Therefore, we unanimously agree with the 2021 profit distribution plan proposed by the board of directors and agree to submit the proposal on 2021 profit distribution plan to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers in 2022
After review, the remuneration plan for directors, supervisors and senior managers for 2022 proposed by the remuneration and assessment committee of the Fourth Board of directors of the company comprehensively considers the actual situation of the company and the development level of industry and region, and refers to the remuneration level of directors, supervisors and senior managers of other listed companies in China. The plan is conducive to mobilizing the work enthusiasm of directors, supervisors and senior managers of the company, It is conducive to the long-term development of the company, does not damage the interests of the company and shareholders, and complies with relevant national laws, regulations and the provisions of the articles of association. Therefore, we agree to the proposal and agree to submit the proposal on the remuneration scheme of directors, supervisors and senior managers in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinion on the special explanation of the matters involved in the non-standard audit opinion of the financial report of 2021
Since the above signed and sealed audit report was not received at the time of deliberation by the board of directors, the voting result of the independent directors of the company on the proposal was abstention. We have carefully reviewed the special statement issued by the board of directors. We respect the audit opinion issued by Asia Pacific (Group) accounting firm (special general partnership), which objectively reflects the company’s financial status and operation in 2021. We agree with the special statement on matters involved in non-standard audit opinion on 2021 financial report prepared by the board of directors. We will also continue to pay attention to and supervise the corresponding measures taken by the board of directors and management of the company, properly handle relevant matters, strive to eliminate the impact of such matters on the company, and effectively safeguard the legitimate rights and interests of listed companies and shareholders, especially minority shareholders.
6、 Independent opinion on the special description of matters involved in the non-standard audit opinion of the internal control assurance report in 2021
Since the above signed and sealed version of the internal control assurance report was not received at the time of deliberation by the board of directors, the independent directors of the company abstained from voting on the proposal. We have carefully reviewed the special statement issued by the board of directors. We respect the audit opinion issued by Asia Pacific (Group) accounting firm (special general partnership). We agree with the special statement on matters involved in non-standard audit opinion of internal control assurance report in 2021 prepared by the board of directors. We will also continue to pay attention to and supervise the corresponding measures taken by the board of directors and management of the company, properly handle relevant matters, strive to eliminate the impact of such matters on the company, and effectively safeguard the legitimate rights and interests of listed companies and shareholders, especially minority shareholders.
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independent director:
Wang Jun, Chen Haidong, Liu Xue
April 29, 2022
