Shenzhen Changfang Group Co.Ltd(300301)
Independent directors’ comments on the 20th meeting of the Fourth Board of directors of the company
Independent opinions on relevant matters
As an independent director of Shenzhen Changfang Group Co.Ltd(300301) (hereinafter referred to as “the company”), in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM Listing guidelines and other relevant laws, regulations and normative documents, with a serious and responsible attitude and based on an independent, prudent and objective position, Carefully reviewed the relevant matters of the 20th meeting of the Fourth Board of directors of the company and expressed the following independent opinions:
1、 Special instructions and independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties in 2021
In accordance with the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and other relevant documents, as an independent director of the company, we carefully checked the occupation of the company’s funds and external guarantee by the company’s controlling shareholders and related parties during the reporting period, Special notes and independent opinions are issued as follows:
1. During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties;
2. By the end of the reporting period, the company had sold Huizhou Industrial Park and its subsidiaries within the scope of consolidated statements for the wholly-owned subsidiary Huizhou Longxiang lighting energy saving Technology Co., Ltd. and provided joint and several liability guarantee to the bank for credit extension. The financial risk was within the scope of effective control, and the guarantee provided by the company would not damage the interests of the company and shareholders; It is not found that the company has provided external guarantees for shareholders, actual controllers and their affiliates, any unincorporated units or individuals, and there is no external guarantee in violation of the provisions.
2、 Independent opinions on related party transactions of the company in 2021
The company’s decision-making procedures for related party transactions in 2021 comply with the provisions of relevant laws, regulations and the articles of association, meet the actual production and operation needs of the company, no internal transactions are found, and there are no acts that harm the interests of the company and all shareholders.
3、 Independent opinion on the audit report in 2021 that cannot express opinions
Dahua Certified Public Accountants (special general partnership) issued an audit report (dhsz [2022] No. 0011571) on the company’s financial statements in 2021. After many communications with Dahua certified public accountants, we have exchanged opinions on relevant matters that cannot be expressed. We respect and accept the audit opinion issued by Dahua Certified Public Accountants (special general partnership) and have no objection to the type of audit report opinion.
We agree with the special instructions of the board of directors on matters involved in the company’s non-standard audit opinions. 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, effectively resolve risks, and effectively safeguard the legitimate rights and interests of listed companies and shareholders, especially minority shareholders. Specific measures include but are not limited to:
1. Take the audit results seriously, reflect and sort out the company’s internal control system and financial system, make necessary amendments, and hire professional institutions to assist when necessary; After this audit, organize the financial personnel of the company and its subsidiaries to seriously study the accounting law, the new accounting standards and relevant accounting supervision rules. At the same time, strengthen the construction of internal audit system, strengthen internal audit force and internal audit work, and hire external institutions to assist the internal audit institutions to do regular internal audit work when necessary.
2. Urge the company to set up a special governance and rectification working group, carefully feed back various financial questions raised by the accounting firm, and explain relevant problems in detail; At the same time, on the basis of comprehensively revising and improving the financial management system, start the rectification and follow-up audit of relevant matters in the accounting information that lead to the issuance of audit reports that cannot express opinions by accountants as soon as possible, and renew or newly hire qualified audit institutions to re audit the company’s 2021 financial statements within a limited time, For the audit report that makes the accountant unable to express his opinion, adjust the relevant matters on the premise of clear verification, especially the sales rebate of the subsidiary kangmingsheng of 168 million yuan, check the authenticity of the relevant matters, the effectiveness of the transaction contract, whether the sales rebate involving customers involves multiple accounting periods, and whether the previous financial statements are restated according to accounting errors, Strive to eliminate relevant matters that may lead to non-standard audit opinions issued by audit institutions.
3. Hold an investor performance briefing as soon as possible to seriously answer investors’ questions about the possible impact of this audit report on the company’s operation.
4、 Independent opinion on internal control audit report with negative opinion in 2021
We believe that Dahua certified public accountants has pointed out the relevant problems of the company’s internal control due to the negative opinion of the internal control audit report (Dahua neizi [2022] No. 000294). To this end, we urge the board of directors and management of the company to continue to pay attention to relevant matters, take effective measures as soon as possible, establish an internal control rectification working group, sort out the internal control system of the company and important subsidiaries, organize internal audit institutions to conduct a comprehensive inspection of internal control, hire external internal control professional institutions to assist when necessary, sort out the list of major defects and important defects of internal control and carry out continuous rectification, Strive to eliminate the adverse effects of major defects and important defects on the company’s production and operation and the fairness and effectiveness of financial statements, promote the sustainable, stable and healthy development of the company, and effectively safeguard the interests of investors. On this basis, the board of directors of the company is requested to re hire or newly hire a qualified audit institution to re audit the effectiveness of the company’s internal control. On the premise of combing, revising and improving the internal control system, the audit institution shall effectively use it for a period of no less than a certain period, so as to continuously eliminate all major and important defects that affect the audit institution’s negative or reserved opinions on the effectiveness of the construction and application of the company’s internal control.
5、 Independent opinions on the annual profit distribution plan proposed by the board of directors
In accordance with the guidance of the CSRC to encourage listed companies to pay cash dividends and give investors stable and reasonable returns, the company, on the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in order to better take into account the immediate and long-term interests of shareholders, in accordance with the relevant provisions of the company law, the articles of association and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, Combined with the actual situation of the company, the company puts forward the profit distribution plan for 2021.
The voting procedures of the board of directors in considering the above proposals comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The independent directors of the company unanimously believe that the profit distribution plan of the company in 2021 is consistent with the actual situation of the company, and the plan complies with the relevant provisions on profit distribution in the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, which is legal, compliant and reasonable.
In view of the above reasons, we agree that the company will submit the above matters to the general meeting of shareholders for deliberation.
6、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After reviewing the materials related to the proposal provided by the company, we believe that the company manages and uses the raised funds in strict accordance with the guidelines for the standardized operation of companies listed on the Shenzhen Stock Exchange gem and the company’s management system for raised funds. The company’s special report on the storage and use of raised funds in 2021 truthfully reflects the actual storage and use of raised funds in 2021, and there are no violations. We agree to submit the special report on the deposit and use of raised funds in 2021 to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the remuneration of directors and senior managers of the company in 2021 and the remuneration scheme in 2022
We have reviewed the information related to the proposal provided by the company and carefully verified it. We believe that the remuneration of the directors and senior managers of the company in 2021 is in line with the remuneration level of the industry and region where the company is located. The remuneration plan for 2022 is formulated in combination with the actual operation of the company. It is proposed by the remuneration and assessment committee of the company and deliberated and approved by the board of directors. The deliberation procedure is in line with the articles of association In accordance with the rules of procedure of the board of directors, we agree to submit the director’s remuneration scheme to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the provision for asset impairment in 2021
The company’s provision for impairment of relevant assets this time is based on the principle of accounting prudence. The basis is sufficient, the procedure is reasonable and compliant. After the provision for impairment of assets is made, it can fairly reflect the company’s asset status and the asset value information is more reasonable, except that the provision for the depreciation of dead goods by the company’s subsidiary kangmingsheng stated in the audit report in which the accountant is unable to express his opinion needs to be further verified.
9、 Independent opinions on the proposed purchase of directors, supervisors and senior management liability insurance
The company plans to purchase directors, supervisors and senior managers’ liability insurance this time, which is conducive to improving the company’s risk control system, protecting the legitimate rights and interests of all directors, supervisors and senior managers of the company, and promoting all directors, supervisors and senior managers of the company to fully exercise their rights and perform their duties. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no damage to the interests of the company and all shareholders. All independent directors unanimously agreed to submit the proposed purchase of director supervisor high liability insurance to the general meeting of shareholders of the company for deliberation.
Independent directors: Fang Zhigang, Wang Shouqun, Ruan Jun April 29, 2022
