Sunshine Global Circuits Co.Ltd(300739)
Report of independent directors on the 38th (Interim) meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the articles of association of Sunshine Global Circuits Co.Ltd(300739) , the working system of Sunshine Global Circuits Co.Ltd(300739) independent directors and other relevant laws and regulations, as well as the rules and regulations of the company, As an independent director of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”), in a pragmatic manner, we express our opinions on the relevant matters of the 38th (Interim) meeting of the second board of directors as follows:
1、 Independent opinions on adjusting the business quota of foreign exchange derivatives
The company has formulated the management system for foreign exchange derivatives trading business, with perfect business approval process and targeted risk control measures. This adjustment of the company’s foreign exchange derivatives business is not for the purpose of speculation. It is based on the needs of the company’s business development. It is to effectively avoid the risks of the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company’s performance and lock in the exchange cost. The development of the above foreign exchange derivatives trading business does not harm the interests of the company and shareholders, especially the interests of minority shareholders. We unanimously agree on the above matters and submit the matter to the general meeting of shareholders of the company for deliberation.
2、 With regard to the independent opinions on using some idle self owned funds and some idle raised funds for cash management, we believe that the company uses no more than 600 million yuan of idle self owned funds and no more than 600 million yuan of idle raised funds for cash management, and the amount of cash management can be used on a rolling basis within the investment period, The contents and procedures comply with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, which is conducive to improving the company’s capital use efficiency, increasing capital income, and obtaining more investment returns for the company and shareholders, without harming the interests of all shareholders. As an independent director of the company, we unanimously agree that the company uses idle self owned funds and idle raised funds for cash management, and submit this matter to the general meeting of shareholders for deliberation.
3、 Independent opinions on the forecast of daily connected transactions in 2022
After review, we believe that this related party transaction is necessary for the normal business activities of the company. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; It will not have a significant adverse impact on the company’s financial status and operating results; Nor will it affect the independence of the company, and the company’s business will not rely on or be controlled by related parties due to the occurrence of such transactions. Therefore, we unanimously agree on the related party transactions.
4、 Independent opinions on applying for credit line from the bank and providing guarantee for subsidiaries
After review, We believe that the company and its subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. (hereinafter referred to as “Jiujiang Mingyang”) ）Applying for credit line from the bank and providing credit guarantee for Jiujiang Mingyang by the company is required by the company’s daily production and operation, which is conducive to Jiujiang Mingyang’s solution of capital demand and the company’s long-term development. The company holds 100% equity of Jiujiang Mingyang. The company has absolute control over it, and the financial risk is within the scope of effective control. At the same time, Jiujiang Mingyang has stable operation and the ability to repay debts. Providing guarantee for Jiujiang Mingyang will not have a significant adverse impact on the company. The contents and decision-making procedures of this guarantee comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of gem shares, the guidelines for the standardized operation of GEM listed companies and the articles of association of Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, Therefore, all independent directors agree to apply to the bank for comprehensive credit and provide credit guarantee for Jiujiang Mingyang, a wholly-owned subsidiary.
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[there is no text on this page, which is the signature page of Sunshine Global Circuits Co.Ltd(300739) independent directors’ independent opinions on matters related to the 38th (Interim) meeting of the second board of directors] signature of independent director:
Nan Jie, Chen Shijie, Wang Guisheng
specific date
