Shanghai Bright Power Semiconductor Co.Ltd(688368) independent director
The independent opinions on relevant matters of the 21st Meeting of the second board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) As independent directors of Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as the “company”), after reviewing the relevant materials of the 21st Meeting of the second board of directors of the company, based on the principle of objectivity and impartiality, Based on the position of independent judgment and in a prudent and responsible attitude, he expressed the following independent opinions on the proposals considered at the meeting:
1、 Independent opinions on the 2021 internal control evaluation report
In accordance with the basic norms of enterprise internal control and other relevant regulations, the company has evaluated the effectiveness of the company’s internal control, self evaluated the construction of the internal control system as of December 31, 2021, and prepared the Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 annual internal control evaluation report on this basis. Through the understanding of the company’s current internal control system and its implementation, we believe that the construction of the company’s internal control system meets the relevant requirements and the company’s reality, and the company’s 2021 internal control evaluation report truly and comprehensively reflects the establishment and improvement of the company’s internal control system.
Therefore, we have expressed our independent opinions on the 2021 internal control evaluation report considered at the 21st Meeting of the second board of directors.
2、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s measures for the management of raised funds, The board of directors of the company has prepared the special report on the deposit and actual use of raised funds in 2021 as of December 31, 2021.
After verification, we believe that the relevant provisions of the Shanghai Bright Power Semiconductor Co.Ltd(688368) raising regulations and the company’s measures for the management of raised funds prepared by the board of directors of the company. The report truly and objectively reflects the storage, use and management of the company’s raised funds. The company’s disclosed information on the storage and use of raised funds is timely, true, accurate and complete, and there is no violation of the rules on the storage and use of raised funds. Therefore, we have expressed our independent opinions on the proposal on the special report on the deposit and actual use of raised funds in 2021, which was considered at the 21st Meeting of the second board of directors of the company. 3、 Independent opinions on the company’s 2021 profit distribution plan
1. The company’s profit distribution plan for 2021 takes into account the actual situation of the company’s development and the rationality of the company’s long-term development strategy and shareholders’ return, which is conducive to the sustainable and stable development of the company and the maintenance of shareholders’ interests; 2. The decision-making procedure of the company’s profit distribution plan in 2021 complies with the requirements of relevant laws and regulations on profit distribution, and there is no situation that damages the interests of investors.
Therefore, we have expressed our independent opinions on the proposal of the company’s profit distribution plan for 2021 considered at the 21st Meeting of the second board of directors.
4、 Independent opinions on the renewal of accounting firm
We believe that: Lixin Certified Public Accountants (special general partnership) complies with the relevant provisions of the CSRC in terms of its qualification to engage in securities business. In providing the company with 2021 financial report and internal control audit services, Lixin Certified Public Accountants (special general partnership) has independently, objectively, fairly and timely completed various audit services agreed with the company, Re employment of the firm can ensure the stability and continuity of the company’s audit work.
Therefore, we agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
5、 Independent opinions on the remuneration plan of the company’s directors in 2022
We believe that the salary plan is formulated according to the salary level of the company’s industry and the actual operation of the company. The formulation process and voting procedures are legal and effective, there is no damage to the rights and interests of the company and shareholders, and comply with relevant national laws, regulations and the articles of Association.
Therefore, we have reviewed the 2022 report on the board of directors of the company considered at the 21st Meeting of the second board of directors of the company
6、 Independent opinions on the 2022 salary plan of the company’s senior managers
After verification, we believe that the salary plan of the company’s senior managers in 2022 is formulated according to the salary level of the company’s industry and region and in combination with the actual operation of the company. The salary level is reasonable and in line with the company’s sustainable development strategy. The formulation and voting procedures of the salary plan comply with the company law and other relevant national laws, regulations and the articles of association, There is no situation that damages the interests of the company and shareholders.
Therefore, we have expressed our independent opinions on the proposal on the 2022 annual salary plan of the company’s senior managers considered at the 21st Meeting of the second board of directors.
7、 Independent opinions on the company’s use of temporarily idle self owned funds to purchase financial products
We believe that the company plans to use up to 800 million yuan of idle self owned funds to buy financial products of financial institutions with low and medium risk, high safety and good liquidity, which improves the efficiency of the company’s capital use, makes rational use of idle self owned funds, maintains capital liquidity, increases the company’s income, and can seek more return on investment for the company and shareholders, It will not affect the normal operation of the company.
In conclusion, we agree that the company intends to use no more than 800 million yuan (including this amount) to temporarily idle its own funds to purchase financial products.
8、 Independent opinions on daily connected transactions expected in 2022
The proposal on daily related party transactions in 2022 formulated by the company belongs to the normal business transactions between the company and related parties and meets the needs of the company’s business development. The transaction price is fairly and reasonably determined according to the market price, which will not affect the independence of the company, and the company’s business will not rely on related parties due to such transactions. The voting procedures of the above proposals comply with the company law and other relevant laws, regulations, normative documents and relevant provisions of the company’s system, and have fulfilled the necessary decision-making procedures.
Therefore, we have expressed our independent opinions on the proposal on daily connected transactions in 2022 considered at the 21st Meeting of the second board of directors of the company.
9、 Independent opinions on using some over raised funds to permanently supplement working capital
1. The company used part of the over raised funds of 23 million yuan to permanently supplement the working capital for the production and operation related to the main business, so as to meet the needs of actual operation, improve the use efficiency of raised funds, improve the profitability of the company, meet the needs of the company’s actual operation and strategic development, and meet the interests of all shareholders.
The use of over raised funds does not conflict with the investment project plan of the raised funds, does not affect the normal progress of the raised funds project, and there is no situation of changing the investment direction of the raised funds in a disguised form.
2. The matter has fulfilled the necessary legal procedures and complies with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange Kechuang board, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation.
Therefore, we agree that the company will use part of the over raised funds of 23 million yuan to permanently supplement the working capital.
10、 Independent opinions on purchasing directors, supervisors and senior managers’ liability insurance
Independent directors believe that: the company’s purchase of liability insurance for all directors, supervisors and senior managers will help protect the rights and interests of the company and its directors, supervisors and senior managers and promote the standardized operation of the company; Help relevant responsible persons to perform their duties in compliance and reduce the risks or losses that may be caused by directors, supervisors and senior managers during the performance of their duties; Help to improve the company’s risk management system and promote the development of the company; It helps to protect the rights and interests of the company and investors, and there is no damage to the interests of shareholders, especially the interests of minority shareholders.
Therefore, we agree to purchase liability insurance for the company and all directors, supervisors and senior managers, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters in 2022 through summary procedures
After verification, the contents of the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters in 2022 through simple procedures by the board of directors of the company comply with relevant laws and regulations, such as the measures for the administration of securities issuance registration of Companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, and so on According to the provisions of the normative documents and the Shanghai Bright Power Semiconductor Co.Ltd(688368) articles of association, the resolution procedure is legal and effective. This time, the general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through summary procedures, which is conducive to the sustainable development of the company and does not harm the interests of minority shareholders. In conclusion, we have expressed our independent opinions on the company’s request to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters in 2022 in a simple procedure.
12、 Independent opinions on changing the financial director of the company
We believe that the nomination, deliberation and voting procedures for the appointment of the financial director are standardized. The person in charge of Finance appointed this time has the qualifications and professional quality suitable for exercising the functions and powers of senior managers of listed companies, meets the qualifications of senior managers of listed companies as stipulated in the company law and other laws and regulations and the articles of association, and meets the qualifications of senior managers of listed companies, There is no prohibition of employment as stipulated in the company law and the articles of association, nor is there any situation that is recognized by the China Securities Regulatory Commission as a market prohibited person and the prohibition has not been lifted.
Therefore, we agree to appoint Mr. Tai Lei as the financial director of the company. His term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the second board of directors.
(no text below)
(there is no text on this page, which is the signature page of Shanghai Bright Power Semiconductor Co.Ltd(688368) independent directors’ independent opinions on matters related to the 21st Meeting of the second board of directors)
independent director:
Feng Zhenyuan (signature):
February 23, 2022 (there is no text on this page, which is the signature page of Shanghai Bright Power Semiconductor Co.Ltd(688368) independent directors’ independent opinions on matters related to the 21st Meeting of the second board of directors)
independent director:
Zhao Xinsheng (signature):
February 23, 2022 (there is no text on this page, which is the signature page of Shanghai Bright Power Semiconductor Co.Ltd(688368) independent directors’ independent opinions on matters related to the 21st Meeting of the second board of directors)
independent director:
Hong Zhiliang (signature):
February 23, 2022
