Sichuan Jiuzhou Electronic Co.Ltd(000801) independent director
About the fourth meeting of the 12th board of directors in 2021
Independent opinions on relevant proposals
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and the working system of independent directors of the company issued by the CSRC, as an independent director of the company, with a realistic, serious and responsible working attitude and based on independent judgment, We hereby express the following independent opinions on the matters considered at the fourth meeting of the 12th board of directors in 2021:
1、 Independent opinions on adding non independent directors
After careful review of Mr. LAN Yingjie’s resume and other materials, it is not found that he is not allowed to serve as a director of the company in accordance with the company law, the articles of association and other relevant regulations, nor is he identified as a market prohibited person by the CSRC and the prohibition has not been lifted, The qualifications of the above-mentioned personnel meet the relevant provisions of the company law and the stock listing rules of Shenzhen Stock Exchange. 2. Mr. LAN Yingjie has the professional quality required to serve as a director of the company and is competent for the requirements of the post responsibilities employed.
3. The nomination, deliberation, voting and appointment procedures of this appointment comply with the relevant provisions of national laws and regulations, normative documents and the articles of association.
It is agreed to add Mr. LAN Yingjie as a candidate for non independent director of the 12th board of directors of the company and submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on purchasing liability insurance for the company and its directors, supervisors and senior managers
The company’s purchase of directors, supervisors and senior managers’ liability insurance is conducive to protecting the legitimate rights and interests of the company and its directors, supervisors and senior managers, and helping the company’s directors, supervisors and senior managers better perform their duties. The deliberation procedure of this matter is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. It was unanimously agreed that the company would purchase the directors’ and supervisors’ high liability insurance, and agreed to submit it to the general meeting of shareholders for deliberation.
3、 Prior approval and independent opinions on the prediction of the company’s daily connected transactions in 2022
The independent directors of the company approved the proposal in advance and expressed their independent opinions: 1 After verification, the daily connected transactions of the company in 2021 are expected to be based on the preliminary judgment of business development and market demand, so there is a certain difference from the actual situation. The difference is mainly due to the growth of business orders of the company’s subsidiaries and the increase of procurement with related parties. 2. In 2022, the connected transactions in the daily connected transactions are expected to belong to the normal business scope. The connected parties exist according to law and have normal production and operation. Their business status, financial status and credit status are good. According to the analysis of their actual performance over the years, they have strong performance ability and will not bring risks to the company’s production and operation. The pricing of related party transactions adopts the market price, which fully reflects the principle of fairness and fairness, will not cause adverse impact and loss to the company and its non related shareholders, and is in the best interests of the company and all shareholders.
3. Agree to the related party transactions expected in 2022, and require the company to perform the decision-making procedures and information disclosure obligations in strict accordance with relevant laws, administrative regulations and relevant rules and regulations of the company in the actual process of related party transactions, so as to effectively safeguard the interests of the company’s investors, especially the majority of small and medium-sized investors.
4. The affiliated directors of the company avoided voting, and the deliberation and voting procedures comply with relevant national laws, administrative regulations and the articles of association.
Therefore, it is unanimously agreed that the daily related party transactions in 2022 are expected to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Prior approval and independent opinions on the participation of holding subsidiaries in the establishment of investment funds and related party transactions
1. Prior approval opinions of independent directors
Before considering the related party transaction proposal, the board of directors of the company fulfilled the procedures of submitting the related party transaction proposal to independent directors for prior review in accordance with relevant regulations. This connected transaction is in line with the company’s development strategy, does not harm the interests of the company and minority shareholders, and complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. Therefore, the independent directors agree to submit this connected transaction proposal to the company’s board of directors for deliberation.
2. Independent opinion
The company’s subsidiary’s participation in the establishment of investment fund this time is in line with the company’s development strategy. Through the industrial investment fund, the company can make full use of the advantageous resources of external professional investment institutions to help the company obtain new industrial opportunities and profit growth points, and further broaden the company’s industrial ecosystem, which is conducive to the company’s industrial development. The deliberation and decision-making procedures of this connected transaction comply with the Listing Rules of Shenzhen Stock Exchange, the articles of association, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 – transactions and connected transactions and other relevant laws and regulations, and there is no situation that damages the interests of the company and minority shareholders. Therefore, the independent directors unanimously agree that the company’s subsidiaries participate in the establishment of investment funds and related party transactions.
5、 Independent opinions on the amount of guarantee provided by the company for its holding subsidiaries
After review, we believe that the guarantee of the company is to meet the needs of the normal production and operation of the holding subsidiary, and will not have an adverse impact on the normal operation and business development of the company. The guarantee object is the holding subsidiary included in the consolidated statements of the company, and its operation is stable. The guarantee complies with relevant regulations, and its deliberation procedures are legal and effective, without any damage to the interests of the company and shareholders. Therefore, it is agreed that the above guarantee matters of the company. 6、 Independent opinions on the expected use of self owned idle funds to purchase financial products in 2022
Without affecting the normal business activities of the company, the company plans to use idle self owned funds with a limit of no more than RMB 760 million to buy low-risk short-term financial products, which is conducive to improving the use efficiency of funds and increasing the company’s income. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and is in line with the interests of all shareholders of the company; The company’s decision-making procedures for purchasing financial products with idle self owned funds comply with the articles of association, measures for the administration of foreign investment and other relevant provisions. Therefore, it is unanimously agreed to use its own idle funds to purchase financial products.
7、 Independent opinions on the listing and transfer of equity of participating companies by holding subsidiaries
The transaction is conducive to sorting out the company’s positioning and industrial structure, improving profitability and in line with the company’s development strategy. This transaction is conducted by listing, the base price of listing is based on the assessed value, the pricing follows the principles of openness, fairness and impartiality, the voting procedures of transaction matters are legal, there are no acts and circumstances infringing on the interests of minority shareholders, and we unanimously agree on this equity transfer.
8、 Independent opinions on liquidation and cancellation of wholly owned subsidiaries and joint stock companies of holding subsidiaries
The liquidation cancelled Chengdu zhongweixin and Huazheng technology, sorted out the business structure and asset structure in time, which is conducive to the company’s effective control of operational risks, reducing operating costs and further optimizing the corporate governance structure; The approval procedures for the liquidation and cancellation comply with relevant regulations, and there is no damage to the interests of the company and shareholders.
Independent director: Feng Jian, Huang Huan, Xu Ruimin Sichuan Jiuzhou Electronic Co.Ltd(000801) board of directors January 4, 2002
