Independent opinions on matters related to the ninth meeting of the Fourth Board of directors of the company
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Wuxi Chipown Micro-Electronics Limited(688508) articles of Association (hereinafter referred to as the “articles of association”), and other relevant provisions, we, as independent directors of Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as the “company”), with a serious and responsible attitude and based on an independent, prudent and objective position, We hereby express the following independent opinions on the relevant proposals considered at the ninth meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the proposal of 2021 profit distribution plan
We believe that the company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the articles of association, takes full account of various factors such as the company’s operation, shareholder return and future development, and is in line with the current actual situation of the company. The implementation of the plan is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. We unanimously agree on the company’s 2021 profit distribution plan and submit the plan to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinions on the proposal of internal control evaluation report in 2021
We believe that the company has evaluated the effectiveness of the company’s internal control in accordance with the basic norms of enterprise internal control and other relevant regulations, and issued the company’s 2021 internal control evaluation report. Through the understanding of the company’s current internal control system and its implementation, we believe that the report objectively and truly reflects the real situation of the company’s internal system construction and the implementation of internal control system.
3、 Independent opinions on the proposal to renew the appointment of notary Tianye Certified Public Accountants (special general partnership) as an accounting firm in 2022
We believe that notarial Tianye Certified Public Accountants (special general partnership) has the relevant qualification to engage in the audit business of listed companies, and has rich experience and professional quality in audit business. In the process of the company’s 2021 audit, we performed due diligence and insisted on conducting independent audit with a fair and objective attitude. The report issued can objectively reflect the company’s financial status and operating results. Therefore, we agree to renew the appointment of notary Tianye Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 for one year, and submit the proposal to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on the proposal of the special report on the deposit and actual use of raised funds in 2021
We believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant regulatory requirements and management measures of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations in the deposit and use of raised funds. The information on the storage and use of raised funds disclosed by the company is consistent with the actual situation, and has faithfully fulfilled the obligation of information disclosure.
5、 Independent opinions on the proposal of 2022 annual remuneration plan for directors of the company
We believe that the decision-making procedures and determination basis of the company’s directors’ remuneration plan in 2022 comply with relevant regulations, take full account of the company’s operation and industry remuneration level, comply with the company’s development stage, conducive to the stable operation and development of the company, and there is no damage to the interests of the company and shareholders. We unanimously agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal of 2022 annual salary plan for senior managers of the company
We believe that the 2022 salary plan of the company’s senior managers is formulated according to the salary level of the company’s industry and region and in combination with the actual operation of the company. The salary level is reasonable and in line with the company’s sustainable development strategy. The formulation and voting procedures of the salary plan are in line with the provisions of the company law and other relevant national laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders.
7、 Independent opinions on the proposal on the change of accounting estimate of depreciation life of fixed assets
We believe that the change of accounting estimates of the company complies with the relevant provisions of accounting standards for Business Enterprises No. 4 – fixed assets, accounting standards for Business Enterprises No. 28 – changes in accounting policies, accounting estimates and error correction and the actual operation of the company. The changed accounting estimates comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, can accurately reflect the company’s financial situation and operating results, and are in line with the legitimate interests of the company and all shareholders, especially minority shareholders. The review procedure of this accounting estimate change complies with the provisions of relevant laws and regulations and the articles of association.
8、 Independent opinions on the proposal of using self owned funds for cash management
We believe that without affecting the normal development of the company’s main business and ensuring that the demand for working capital and risk are controllable, the company’s use of idle funds with a maximum balance of no more than 60 million yuan (including this amount) in a single day for cash management can improve the efficiency and effect of the company’s idle self owned funds, further improve the overall income of the company and meet the interests of all shareholders. The company is approved to use idle self owned funds for cash management. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal of using raised funds for cash management
We believe that on the premise of ensuring that the normal progress of the company’s investment plan of raised funds will not be affected, the temporarily idle raised funds of initial public offering shares with a maximum balance of no more than RMB 540 million (including this amount) on a single day will be used for cash management for the purchase of principal guaranteed financial products or deposit products with high safety, good liquidity and a single product term of no more than 12 months, It is conducive to improve the use efficiency of raised funds and obtain certain investment benefits. The content and approval procedures of the proposal comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds. There is no behavior of changing the purpose of raised funds in a disguised form, which will not affect the construction and use of raised funds, nor adversely affect the company’s business activities. 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 the company and all shareholders. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal that the company meets the conditions for issuing A-Shares to specific objects
We believe that according to 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 (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, After checking the requirements for issuing shares to specific objects item by item, we believe that the company meets the qualifications and conditions for issuing shares to specific objects. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the company’s proposal on issuing A-Shares to specific objects in 2022
We believe that the plan prepared by the company for issuing A-Shares to specific objects is reasonable and feasible, in line with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company or its shareholders, especially the minority shareholders. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the proposal of the company’s plan for issuing A-Shares to specific objects in 2022
We believe that the plan for issuing A-Shares to specific objects prepared by the company for this issuance is in line with the actual situation of the company, the content is true, accurate and complete, the preparation is reasonable and feasible, meets the requirements of relevant laws, regulations and normative documents such as the company law, the Securities Law and the administrative measures, and does not damage the interests of the company or its shareholders, especially small and medium-sized shareholders. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Independent opinions on the proposal of the company on the demonstration and analysis report on the issuance plan of issuing A-Shares to specific objects in 2022
In our opinion, the demonstration and analysis report of A-share issuance scheme for specific objects in Wuxi Chipown Micro-Electronics Limited(688508) 2022 prepared by the company for this issuance fully demonstrates and analyzes the necessity of the selection of shares and their varieties, and the appropriateness of the selection scope, quantity and standard of the objects of this issuance, taking into account the industry and development stage, financing planning, financial situation, capital demand, etc, The rationality of the pricing principle, basis, method and procedure of this issuance, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, the impact of this issuance on the dilution of original shareholders’ equity or immediate return, and the specific measures to fill in. This issuance meets the actual needs of the company and the provisions and requirements of relevant laws and regulations. There is no situation that damages the interests of the company or its shareholders, especially the minority shareholders. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the proposal of the company on the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2022
We believe that the use of the funds raised by the company in this offering complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection and land management. After the implementation of the fund-raising project, it will not add horizontal competition, unfair related party transactions or seriously affect the independence of the company’s production and operation with the controlling shareholders, actual controllers and other enterprises under their control. The use of the funds raised in this offering complies with the provisions of relevant laws and regulations, the actual needs and long-term development of the company, helps to enhance the company’s sustainable operation ability and comprehensive competitiveness, and conforms to the interests of the company and all shareholders. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 Independent opinions on the proposal of the company’s report on the use of previously raised funds
We believe that the content of the report on the use of the company’s previously raised funds is true and complete. The company’s use and management of the previously raised funds strictly comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the storage and use of the raised funds of listed companies. The disclosed information on the use of the raised funds is true, accurate and complete, and there is no disguised change in the investment direction of the raised funds Violations such as damaging the interests of shareholders. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
16、 Independent opinions on the company’s proposal on diluting immediate return, filling measures and commitments of relevant subjects by issuing A-share shares to specific objects
We believe that the company has analyzed the impact of the issuance of A-Shares to specific objects on the dilution of immediate return, formulated specific measures to fill the return, and the company’s directors, senior managers, controlling shareholders and actual controllers have made commitments to the practical implementation of the company’s measures to fill the return. After deliberation, we believe that the company’s analysis of the impact of the issuance of A-Shares to specific objects on the dilution of immediate return, relevant filling measures and commitments are in line with the provisions of relevant laws and regulations, normative documents and the articles of association, and in line with the interests of the company and all shareholders. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 17、 Independent opinions on the proposal of the company’s shareholder dividend return plan for the next three years (20222024)
It is believed that the guidelines on the preparation of the company’s dividend and the supervision committee of Listed Companies in 2023, which is conducive to the further implementation of the relevant provisions of the China Securities Regulatory Commission on the preparation of the company’s dividend and the company’s dividend in 2023, are in line with the relevant provisions of the China Securities Regulatory Commission, It increases the transparency and operability of profit distribution decisions and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
18、 Independent opinions on the proposal of the company’s statement on the investment of the raised funds in the field of scientific and technological innovation
We believe that according to the relevant provisions of the management measures and the company’s stock issuance plan to specific objects, we believe that the investment of the company’s raised funds belongs to the field of scientific and technological innovation, and agree to submit these proposals to the general meeting of shareholders for deliberation. We unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
19、 Proposal on providing guarantee for subsidiaries
We believe that the guarantee provided by the company for the business of the wholly-owned subsidiary Wuxi Antu Electronics Co., Ltd. is to meet the needs of business development and expansion of business scale, and in line with the actual business situation and overall development strategy of the company. The guaranteed object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The decision-making and approval procedures of the proposal comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
20、 Proposal on daily related party transactions in 2022
We believe that the daily related party transactions expected to occur between the company and Pumin semiconductor technology (Shanghai) Co., Ltd. and its subsidiaries in 2022 comply with the provisions of the company law, the securities law, other relevant laws and regulations and normative documents issued by the CSRC. The transaction price of related party transactions is reasonable and fair, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
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