Shanghai Tianyong Engineering Co.Ltd(603895) independent directors about
Independent opinions on relevant matters of the 22nd Meeting of the second board of directors
In accordance with the provisions of 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 Shanghai Stock Exchange (revised in January 2022), the articles of association and other relevant laws, regulations and normative documents, as independent directors of Shanghai Tianyong Engineering Co.Ltd(603895) (hereinafter referred to as “the company”), based on the attitude of being responsible to the company and shareholders and the principle of seeking truth from facts, Carefully reviewed the relevant matters considered at the 22nd Meeting of the second board of directors of the company, and based on the position of independent judgment, issued the following independent opinions: I. independent opinions on the proposal on the company’s profit distribution plan in 2021
The independent directors believe that the board of directors of the company has carefully considered the current operation and capital demand of the company’s business development, balanced the current capital demand and future development investment of the company, took into account the immediate and long-term interests of shareholders, and used the remaining undistributed profits at the end of the year for order expansion and business cost investment. The plan takes into account the development status and sustainable operation ability of the company, which is conducive to making the company’s main business bigger and stronger. On the basis of expanding the production scale and increasing the market share, the plan further improves the product quality and R & D ability, improves the industry status of the company, and better reports back to the majority of investors. The proposal has fulfilled the necessary deliberation procedures and complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for cash dividends of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, as well as the articles of association. We agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation. 2、 Independent opinion on the proposal on the company’s reappointment of the audit institution in 2022 and submitting it to the general meeting of shareholders to authorize the board of directors to determine its remuneration
Tianzhi International Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, has the experience and ability to provide financial audit and internal control audit services for listed companies, and can meet the requirements of the company’s financial audit and internal control audit in 2022. During his tenure as the company’s audit institution, he worked diligently and conscientiously, completed the annual report audit entrusted by the company, and guided and standardized the company’s financial management and internal control management. In view of the above, we agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company’s 2022 financial audit and internal control audit institution for one year, and request the general meeting of shareholders to authorize the board of directors to determine the remuneration and other specific matters of the company’s audit institution. 3、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
The deposit and actual use of the raised funds of the company comply with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the measures for the management of raised funds of listed companies of Shanghai Stock Exchange and the measures for the management of raised funds of the company. They do not conflict with the implementation plan of the investment projects with raised funds, and the investment projects with raised funds are implemented normally and orderly, There is no situation that damages the interests of shareholders, especially minority shareholders. We agree to the plan. 4、 Independent opinions on the proposal on confirming the remuneration of directors and senior managers of the company
In 2021, the company’s assessment and salary payment of directors and senior managers can be carried out in strict accordance with the company’s measures for the management of remuneration of directors, supervisors and senior managers, in line with the provisions of relevant laws, regulations and the articles of association, and in line with the actual situation of the company. In view of the above, we have no objection to the remuneration of directors and senior managers of the company in 2021, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 5、 Independent opinions on the proposal on confirming the remuneration of independent directors
The board of directors confirmed that the remuneration of independent directors in 2021 was 94300 yuan before tax. We believe that the salary level is in line with the salary level of the company’s industry, can give full play to and mobilize the work enthusiasm and creativity of independent directors, and improve the business efficiency and management level of the enterprise. In view of the above, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the proposal on using some idle raised funds to temporarily supplement working capital
The company uses some idle raised funds to temporarily supplement working capital for a period of no more than 12 months, which is limited to production and operation related to its main business. The approval procedures for the temporary replenishment of working capital with some idle raised funds this time comply with the provisions of relevant laws and regulations, will not affect the normal progress of the investment projects with raised funds, and will help to improve the use efficiency of raised funds and reduce the financial expenses of the company. The use of some idle raised funds to temporarily supplement working capital does not change the purpose of the raised funds in a disguised manner, which is in the interests of the listed company and all shareholders. All independent directors agree to this arrangement and agree to submit the proposal to the general meeting of shareholders for deliberation. 7、 Independent opinions on the proposal on the general election of the board of directors
1. Mr. Rong Junlin, Mr. Rong Qing, Mr. LV Aihua and Mr. Rong Yuyan are candidates for the third board of directors of the company; Nominate Ms. Cui guangcan, Mr. Zhu anda and Mr. Qiao Junhai as candidates for independent directors of the third board of directors of the company. Its nomination procedures comply with relevant laws, regulations and the articles of association.
2. Upon examination, the above-mentioned relevant personnel have not found any circumstances in which they are not allowed to serve as directors of the company as stipulated in Article 147 of the company law, nor have they been determined as market prohibited by the CSRC and have not been lifted. The qualifications of the above-mentioned relevant personnel meet the conditions for serving as directors of listed companies and the relevant provisions of the company law and the articles of association.
3. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors: Cui guangcan, Yang Songxin and Zhu anda, April 29, 2022. There is no text on the page, which is the signature page of Shanghai Tianyong Engineering Co.Ltd(603895) independent directors’ independent opinions on matters related to the 22nd Meeting of the second board of directors
Cui guangcan, Yang Songxin
Djuanda
