Svg Tech Group Co.Ltd(300331) independent director
Independent opinions on matters related to the fourth meeting of the Fifth Board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation of GEM listed companies”) and other relevant laws As an independent director of Svg Tech Group Co.Ltd(300331) (hereinafter referred to as “the company”), in accordance with the provisions of laws and regulations and the relevant requirements of Svg Tech Group Co.Ltd(300331) articles of association, we have reviewed the relevant proposals of the fourth meeting of the Fifth Board of directors of the company based on the principle of being responsible to the company and all shareholders, the principle of seeking truth from facts and the position of independent judgment. Now we express our independent opinions as follows:
1、 Independent opinions on the application of the company and its subsidiaries for comprehensive credit line from the bank in 2022
After careful deliberation, we believe that the company and its subsidiaries applied to banks and other financial institutions for a comprehensive credit line of no more than RMB 2.448 billion or equivalent foreign currency in 2022, which is in line with the company’s strategic development plan and production and operation needs, and is conducive to promoting the company’s development and business expansion. At present, the company is in good operation and has good solvency, This application for comprehensive credit line will not bring significant financial risks to the company or damage the interests of the company, and the relevant matters comply with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the articles of association and other relevant documents; The fourth meeting of the 5th board of directors of the company has deliberated and approved the matter. The decision-making procedure is legal and compliant, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, it is unanimously agreed that the company and its subsidiaries apply to the bank for a comprehensive credit line of no more than RMB 2.448 billion or equivalent foreign currency in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the prediction of the guarantee amount provided by the company and its subsidiaries to its subsidiaries in 2022
After careful review, we believe that the guarantee provided by the company and its subsidiaries to its subsidiaries is mainly to ensure the working capital required for its daily operation and provide financial support for its business development, which plays a positive role in the operation and development of the company. The reasons for this guarantee are sufficient, the risk of guarantee is within the scope of the company’s control, there is no situation that damages the interests of all shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the normal operation and business development of the company. The relevant review procedures are in line with the Shenzhen Stock Exchange GEM Listing Rules The provisions of relevant laws and regulations, normative documents, the articles of association and relevant systems, such as the guidelines for self regulatory supervision of listed companies No. 2 – standardized operation of companies listed on the gem. Therefore, it is unanimously agreed that the company and its subsidiaries will provide guarantee for the subordinate companies to apply for comprehensive credit line and business cooperation, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the prediction of the company’s daily related party transactions in 2022
We have approved the forecast of the company’s daily related party transactions in 2022 in advance and unanimously agreed to submit the proposal to the fourth meeting of the Fifth Board of directors for deliberation. On this basis, we express the following independent opinions: there is a certain difference between the actual amount of the company’s daily related party transactions in 2021 and the forecast, mainly due to the company’s changes in the market The business planning has been adjusted, and there is no situation that damages the interests of shareholders, especially minority shareholders, and has no adverse impact on the company’s sustainable operation ability and independence. The company expects that the daily related party transactions in 2022 belong to the normal business scope of the company, which is in line with the actual situation of the company. The pricing of related party transactions refers to the market fair price, the pricing basis is fair and reasonable, and there is no damage to the interests of the company and other non related shareholders. The deliberation and voting procedures of the board of directors on related party transactions comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective. Therefore, it is unanimously agreed that the company’s daily related party transactions in 2022 are expected, and it is agreed to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the amount of financial assistance provided by the company to subsidiaries and related party transactions
After verification, the financial support provided by the company to the holding subsidiaries weiyeda and maita optoelectronics is conducive to alleviating their capital pressure and ensuring their capital needs for daily operation and business development. The minority shareholders of weiyeda and maita optoelectronics failed to provide financial assistance to weiyeda and maita optoelectronics according to the same conditions and proportion of capital contribution. However, based on the company’s holding position in weiyeda and maita optoelectronics, the operation mode of group management and the principle of compensation for financial assistance, the company can effectively manage and control the risks of weiyeda and maita optoelectronics, Ensure capital security and controllable risk. The provision of financial assistance and related party transactions follows the principles of voluntariness, fairness, reasonableness and consensus through consultation. The pricing of fund use fees is fair. Its decision-making procedures comply with relevant laws and regulations, normative documents, the articles of association, the management system of related party transactions and other provisions. There is no case of using related party relations to transfer interests or encroach on the interests of the company, There is also no situation that damages the interests of the company and all shareholders. Therefore, it is unanimously agreed that the company will provide financial assistance and related party transactions to its holding subsidiaries weiyeda and maita optoelectronics, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on cash management of the company and its subsidiaries using some idle self owned funds
After careful deliberation, we believe that the company’s decision-making procedures for cash management using idle self owned funds this time comply with the relevant provisions of the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and so on. At present, the company’s financial situation is stable and the company
Under the condition of normal operation and capital safety, using idle funds to purchase principal guaranteed financial products is conducive to improving the use efficiency of the company’s funds and increasing the company’s capital income on the premise of risk control, without adverse impact on the company’s business activities and damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is unanimously agreed that the company and its subsidiaries use idle self owned funds of no more than RMB 400 million to buy principal guaranteed financial products with low risk and high liquidity.
6、 Independent opinions on the company’s financial derivatives trading business in 2022
After careful consideration, we believe that the financial derivatives trading business carried out by the company and its subsidiaries is closely related to the daily business needs, which is conducive to avoiding the risk of exchange rate fluctuations, enhancing the company’s financial stability and meeting the needs of the company’s business development. Its relevant decision-making procedures comply with relevant national laws, regulations and the relevant provisions of the articles of association. Based on normal operation and specific business, the company uses foreign exchange hedging tools to reduce exchange rate risk, reduce exchange loss and control operation risk under the framework of financial derivatives trading business management system, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is unanimously agreed that the company shall carry out financial derivatives trading business in accordance with the provisions of relevant systems.
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(there is no text on this page, which is the signature page of the independent opinions of Svg Tech Group Co.Ltd(300331) independent directors on matters related to the fourth meeting of the Fifth Board of directors)
Signature of independent director:
Yang Zheng, Yin aisun, Ren Jia
March 11, 2022
