Sunwoda Electronic Co.Ltd(300207) independent directors
Independent opinions on relevant matters of the 27th meeting of the 5th board of directors
As an independent director of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China, the guiding opinions on establishing an independent director system in listed companies Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other laws and regulations According to the requirements of normative documents, the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”) and the Sunwoda Electronic Co.Ltd(300207) independent director working system, the following independent opinions are expressed on the relevant matters of the 27th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the proposal on the implementation location of some new raised investment projects
After review, we agree that:
In view of the actual situation of the company’s equity investment projects issued to specific objects this time, the company decided to add the implementation location of some equity investment projects, and did not actually change the investment direction and project content of the raised funds, which would not have an adverse impact on the company’s operation. The necessary procedures have been performed for this matter, which is in line with the actual situation of the company, the provisions of relevant laws and regulations and normative documents, and there is no damage to the interests of investors. We unanimously agree on the implementation location of some new raised investment projects of the company.
2、 Independent opinions on the proposal on subsidiaries providing guarantees for their subsidiaries
After review, we agree that:
If the financing line of the subsidiary and the operating line of the subsidiary need to be guaranteed in full by the financing Party of the subsidiary, and the operating line of the subsidiary need to be extended by the financing Party of the subsidiary, the operating line of the subsidiary needs to be guaranteed in full by the financing Party of the subsidiary. Meanwhile, the subsidiary of the guaranteed party provides counter guarantee for the subsidiary of the guarantor on this guarantee. The guaranteed objects are Huizhou Yingwang Precision Technology Co., Ltd. (hereinafter referred to as “Huizhou Yingwang”), Huizhou Power New Energy Co., Ltd. (hereinafter referred to as “Huizhou power new energy”), Nanjing Sunwoda Electronic Co.Ltd(300207) new energy Co., Ltd. (hereinafter referred to as “Nanjing new energy”) Other shareholders of Nanchang Sunwoda Electronic Co.Ltd(300207) new energy Co., Ltd. (hereinafter referred to as “Nanchang Sunwoda Electronic Co.Ltd(300207) “) did not guarantee in proportion to their shareholders’ equity, and did not counter guarantee Shenzhen Qianhai Hongsheng Technology Co., Ltd. (hereinafter referred to as “Qianhai Hongsheng”), Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd. (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) automobile battery”), However, considering that Qianhai Hongsheng and Sunwoda Electronic Co.Ltd(300207) automobile batteries have control over the operation and management activities of their respective guarantee objects, and the operation and management risks are within their respective effective control range, they can effectively supervise and manage the operation and management of Huizhou Yingwang, Huizhou power new energy, Nanjing new energy and Nanchang Sunwoda Electronic Co.Ltd(300207) , Therefore, the subsidiary provides full joint and several liability guarantee for its subsidiaries, and the risk is controllable.
Sunwoda Electronic Co.Ltd(300207) can effectively control and prevent risks. The guarantee contents and decision-making procedures comply with the listing rules and other relevant laws, regulations, normative documents and the articles of association, and there is no damage to the interests of the company and shareholders. Therefore, we agree that Sunwoda Electronic Co.Ltd(300207) subsidiary provides guarantee for its subsidiaries.
3、 Independent opinions on the proposal that the subsidiary intends to sign the project investment agreement with Zhuhai Municipal People’s Government
After review, we agree that:
The implementation of this matter is in line with the company’s development strategy and the interests of the company and all shareholders. The decision-making procedure of this matter is in line with the requirements of laws and regulations such as the listing rules, and there is no situation that damages the interests of the company and all shareholders. Therefore, we agree that Sunwoda Electronic Co.Ltd(300207) automobile battery will invest in the construction of 3 Mesnac Co.Ltd(002073) 0gwh power battery production base project (tentative) within the jurisdiction of Zhuhai Municipal People’s government.
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(this page is the signature page of Sunwoda Electronic Co.Ltd(300207) independent directors’ independent opinions on relevant matters of the 27th meeting of the 5th board of directors) signatures of all independent directors:
Zhang Jianjun, Yu Qun, Liu Zhengbing
specific date
