Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Report of independent directors on the 21st Meeting of the 5th board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, normative documents and the working system of independent directors of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as the “company”) issued by the CSRC, as independent directors of the company, we Based on the principle of responsible attitude and independent judgment, the company expressed the following independent opinions on the relevant proposals considered at the 21st Meeting of the Fifth Board of directors:
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 2021
Through the review of the funds occupied and external guarantees by the controlling shareholders and other related parties during the reporting period, we believe that during the reporting period, the company strictly complied with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of Association of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) and the management system of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) external guarantees, Strictly control the risk of external guarantee and the risk of funds occupied by related parties.
During the reporting period, the company did not occupy the company’s funds by the controlling shareholders and other related parties, nor did it provide guarantees for the controlling shareholders and other related parties, any legal entity or individual.
2、 Independent opinions on related party transactions of the company in 2021
In accordance with the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the company’s decision-making system for connected transactions, we have carefully and responsibly verified the company’s connected transactions. Based on our independent judgment, we express the following independent opinions: after review, during the reporting period, The daily connected transactions between the company and related parties meet the needs of normal production and operation. The transaction price is based on market pricing, does not violate the principles of openness, fairness and impartiality, complies with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company on the management of connected transactions, and does not damage the interests of the company and all shareholders.
3、 Independent opinions on the company’s 2021 profit distribution plan
According to the 2021 profit distribution plan prepared by the board of directors of the company, we believe that the plan is a decision made according to the actual situation of the company, which not only takes into account the needs of the company’s normal operation and long-term development, but also takes into account the interests of shareholders, and embodies the principle of the company’s positive return to shareholders.
Therefore, we unanimously agree to the 2021 profit distribution plan of the company and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the company’s self evaluation report on internal control in 2021
According to the self-evaluation report on internal control of the company in 2021 and after verification, we believe that the report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system in 2021. The company has complied with the company law, the securities law and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange Relevant laws and regulations such as the standards for the governance of listed companies, the basic norms of enterprise internal control and the requirements of securities regulatory authorities have established a relatively perfect and effective internal control system, which has been effectively implemented, and has played a good role in controlling and preventing risks in various links such as production and operation, financial management, business activities and information disclosure.
Therefore, we unanimously agree to the 2021 internal control self evaluation report of the company.
5、 Independent opinions on the provision for asset impairment in 2021
After review, the independent directors believe that the company’s provision for asset impairment in 2021 has fulfilled the corresponding approval procedures, in line with the accounting standards for business enterprises and the provisions of the company’s relevant accounting policies and accounting estimates, and in line with the actual situation of the company. After the provision for asset impairment is made this time, the financial statements can more fairly reflect the asset value and operating results of the company, help to provide investors with more authentic and accurate accounting information, and there is no situation that damages the interests of the company and all shareholders. Agree to the company’s current provision for asset impairment.
6、 Independent opinions on carrying out foreign exchange derivatives trading business
In view of the proposal on carrying out foreign exchange derivatives trading business considered at this meeting, we believe that the company and its holding subsidiaries carrying out foreign exchange derivatives trading business is conducive to effectively avoiding the risks of the foreign exchange market, preventing the adverse impact of large exchange rate fluctuations on the company’s performance, improving the efficiency of the use of foreign exchange funds, reasonably reducing financial expenses and increasing exchange earnings, Lock in the exchange cost, the amount of funds planned to be used matches the export business scale of the company and its holding subsidiaries, and the corresponding monitoring mechanism has been established within the company, without damaging the interests of the company and all shareholders.
Therefore, we unanimously agreed to the proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the special report on the deposit and use of raised funds in 2021
According to the company’s special report on the storage and use of raised funds in 2021 and after verification, we believe that the preparation of the report meets the requirements of relevant laws and regulations and truly, accurately and completely reflects the actual storage and use of raised funds in 2021; The deposit and use of the company’s raised funds in 2021 comply with the provisions of relevant laws and regulations, and there is no illegal use of the raised funds, no change or disguised change of the investment direction of the raised funds and damage to the interests of shareholders.
Therefore, we unanimously agree with the company’s special report on the deposit and use of raised funds in 2021. (no text below)
(there is no text on this page, which is the signature page of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) independent directors’ independent opinions on matters related to the 21st Meeting of the Fifth Board of directors)
All independent directors:
Shen Tongxian, Gong juming
February 2027
