Independent director of 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd
Independent opinions on matters related to the second meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the Listing Rules for shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), and the articles of association of 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd. (hereinafter referred to as the “articles of association”) As an independent director of 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd. (hereinafter referred to as “the company”), we express our independent opinions on the relevant matters considered at the second meeting of the third board of directors as follows:
1、 Independent opinions on the remuneration of directors and senior executives of the company in 2021 and the remuneration scheme of directors and senior executives in 2022
The company’s assessment of directors and senior managers in 2021 is fair and impartial, which is in line with the actual situation. The remuneration (allowance) plan for directors and senior executives in 2022 proposed by the company is formulated by the company according to the remuneration level of the industry and region and in combination with the actual situation of the company, which is conducive to the long-term development of the company, helps to ensure the realization of the company’s strategic objectives and does not damage the interests of the company and shareholders.
2、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
After reviewing the special report on the deposit and actual use of raised funds in 2021 and continuously supervising the management and actual use of raised funds, we believe that:
The company’s special report on the deposit and actual use of raised funds in 2021 has been 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 Listing Rules of science and Innovation Board of Shanghai Stock Exchange Relevant laws and regulations such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the requirements of the company’s raised funds management system have been prepared. In 2021, the deposit, actual use and management of the company’s raised funds met the relevant provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and the company’s raised funds management system, and there were no violations. There was no difference between the actual use of the company’s raised funds and the disclosure of information, and there was no damage to the interests of shareholders.
We unanimously agree to the special report on the deposit and actual use of raised funds in 2021 prepared by the company.
3、 Independent opinions on the 2021 internal control evaluation report of the company
After reviewing the 2021 internal control evaluation report of the company, we believe that the 2021 internal control evaluation report prepared by the company truly and accurately reflects the situation of the company’s internal control. According to the identification standards of internal control defects in financial reports and internal control defects in non-financial reports, the company has no major defects or important defects in internal control, and the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
4、 Independent opinions on the renewal of the company’s financial and internal control audit institution in 2022
Upon review, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) meets the relevant qualification requirements specified in laws and regulations, and is honest, trustworthy, diligent and responsible in the audit process of 2021. The audit report issued by PricewaterhouseCoopers Zhongtian certified public accountants truly, objectively and fairly reflects the company’s financial and internal control.
The company continues to hire PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022, which is conducive to maintaining the consistency and continuity of financial and internal control audit, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
The proposed reappointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022 has been reviewed and approved by the audit committee of the board of directors and approved by us in advance. The relevant review procedures comply with the provisions of relevant laws, regulations and the articles of Association.
We unanimously agree to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022, and agree that the board of directors will submit this matter to the company’s 2021 annual general meeting for deliberation.
5、 Independent opinions on the company’s annual profit distribution plan in 2021
As the company is currently in a period of rapid development, it needs to maintain high R & D investment for a long time, further invest resources, strengthen capacity guarantee and actively seek extension development opportunities. At the same time, with the continuous expansion of business scale, the demand for daily working capital also increases. The company needs to maintain sufficient funds to deal with business risks and meet the needs of sustainable development.
The company’s annual profit distribution plan for 2021 comprehensively considers the company’s industrial characteristics, operating conditions, development planning, capital demand and other factors, adapts to the company’s development strategy and business plan, is conducive to ensuring the funds required for the company’s long-term development, complies with the provisions of laws, regulations and the articles of association, and can better safeguard the long-term interests of all shareholders.
Therefore, all independent directors agree to the 2021 annual profit distribution plan of the company and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the guarantee provided by the company for wholly-owned subsidiaries
The guarantee provided by the company for the wholly-owned subsidiary is based on the current reasonable estimation of the operation and development capital needs of the subsidiary. The guaranteed objects are all wholly-owned subsidiaries of the company. The company has control over the guaranteed objects, the risk is generally controllable, and there is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized investors. Therefore, all independent directors agree to this matter.
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