Shenzhen Capstone Industrial Co.Ltd(000038) independent director’s opinion
1、 Independent opinions on 2021 profit distribution plan
According to the audit results of Sigmar Certified Public Accountants (special general partnership), the company’s consolidated net profit attributable to the owner of the parent company in 2021 was -63027706602 yuan, and the undistributed profit at the end of the consolidation period was -269553358873 yuan; The parent company realized a net profit of -54229587944 yuan and an undistributed profit of -249387229284 yuan at the end of the period. In view of the negative accumulated profits available for distribution to shareholders in the current year, according to the relevant provisions of the company law and the articles of association, the company proposes not to implement cash profit distribution and not to convert capital reserve into share capital in 2021 according to the audit results. We believe that the company did not make the decision of cash dividend in 2021, which is in line with the requirements of relevant regulations and the actual operation of the company. Therefore, we agree that the company has not made a cash profit distribution plan. This plan needs to be reviewed and approved by the company’s 2021 annual general meeting of shareholders.
2、 Independent opinions on the accumulated and current funds occupied by related parties and external guarantees in 2021
In accordance with the requirements of the Shenzhen Stock Exchange and the No. 8 guidelines for the supervision of listed companies, the directors are responsible for the external capital occupation of Listed Companies in accordance with the requirements of the Shenzhen Stock Exchange and the relevant rules, The following special notes and independent opinions are issued:
1. As of December 31, 2021, the accumulated and current external guarantee amount of the company is 1563185000 yuan, and there is no violation of the above provisions;
2. In the capital transactions with related parties, there is no case that related parties occupy the funds of Listed Companies in violation of regulations. 3、 Independent opinion on internal control evaluation report in 2021
We have carefully reviewed the evaluation report on internal control of the company in 2021. During the reporting period, the company has major defects in internal control in financial aspects. It is suggested that the company should further strengthen compliance awareness, standardize the operation of the company, improve the internal control system, ensure that the company maintains effective internal control in all major aspects and effectively safeguard the interests of the company and all shareholders in strict accordance with the basic norms of enterprise internal control. Therefore, we agree to this motion.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
The special report on the deposit and use of the company’s raised funds in 2021 is true, accurate and complete, without false records, misleading statements and major omissions, and truly and objectively reflects the deposit and actual use of the company’s raised funds in 2021. The deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and there is no illegal use of the raised funds or damage to the interests of the company and shareholders.
5、 Independent opinions on the audit report of non-standard opinions and internal control audit report of non-standard opinions issued by accounting firms
We have reviewed the audit report on non-standard opinions and internal control audit report on Shenzhen Capstone Industrial Co.Ltd(000038) issuing non-standard opinions of Sigmar Certified Public Accountants (special general partnership) and the special instructions on the audit report on non-standard opinions and internal control audit report on non-standard opinions issued by the board of directors of the company to the accounting firm, and on this basis, we express the following independent opinions:
We respect the independent judgment of accountants and agree with the special instructions of the board of directors on the audit report of non-standard opinions and internal control audit report of non-standard opinions issued by accounting firms. We require the board of directors and management of the company to attach great importance to the matters involved, urge the company to actively take corresponding rectification measures to eliminate relevant internal control defects and their effects as soon as possible, Earnestly safeguard the interests of listed companies and all shareholders, especially the legitimate rights and interests of minority shareholders.
6、 Independent opinions on the correction of accounting errors in the early stage of the company
After carefully checking the correction of accounting errors, the independent directors of the company believe that the deliberation and voting procedures of the board of directors on the correction of accounting errors comply with the relevant provisions of laws, regulations and the articles of association. The correction of the company’s accounting errors complies 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. The correction of accounting errors does not damage the legitimate rights and interests of the company and all shareholders. We agree to the correction of accounting errors.
Zhang Zhenqi, fan peiyin, Zhao Xi
April 29, 2022
