Hangzhou Weiguang Electronic Co.Ltd(002801)
Independent directors' opinions on matters related to the second meeting of the 5th board of directors
Independent opinions expressed
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the Hangzhou Weiguang Electronic Co.Ltd(002801) articles of Association (hereinafter referred to as the "articles of association"), the rules of procedure of the board of directors and the working system of independent directors, As an independent director of Hangzhou Weiguang Electronic Co.Ltd(002801) (hereinafter referred to as "the company"), we have carefully considered the matters related to the second meeting of the Fifth Board of directors of the company and, based on our independent judgment, issued the following independent opinions:
1、 Special instructions and independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties
In accordance with the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), we have carefully understood and inspected the occupation of the company's funds and the external guarantee of the company by the controlling shareholders and other related parties of the company, Special and independent opinions are hereby issued as follows:
(I) special instructions and independent opinions on funds occupied by controlling shareholders and other related parties
In 2021, there was no non operational occupation of the company's funds by the controlling shareholders and other related parties, and there was no illegal occupation of the company's funds by the controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period.
(II) special instructions and independent opinions on external guarantee
In 2021, the company had no external guarantee in any form, and there was no external guarantee that occurred in the previous period and continued to this year.
2、 Independent opinion on self evaluation report on internal control in 2021
The company has established a relatively sound and perfect internal control system, which meets the requirements of relevant Chinese laws, regulations and regulatory authorities, meets the needs of the company's current business activities, and has high integrity, rationality and effectiveness. The company's corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of the company's internal control system, and the possible internal and external risks in all links of the activities have been reasonably controlled. The company's self-evaluation report on internal control in 2021 truly, objectively and comprehensively reflects the situation of the company's internal control, which is effective.
3、 Independent opinions on 2021 profit distribution plan
The company's profit distribution plan for 2021 complies with the notice on further implementation of matters related to cash dividends of listed companies, regulatory guidelines for listed companies No. 3 - cash dividends of listed companies (revised in 2022), the articles of association, the company's shareholder return plan for the next three years (20192021) and other relevant provisions of the China Securities Regulatory Commission On the premise of investment capital demand and future development planning, the interests of investors, especially small and medium-sized investors, have been fully considered. We agree to the 2021 profit distribution plan proposed by the board of directors and agree to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the shareholder return plan for the next three years (20222024)
The board of directors formulated the shareholder return plan for the next three years (20222024) in accordance with the requirements of the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and the articles of Association of the China Securities Regulatory Commission and in combination with the actual situation of the company, which is conducive to establishing and improving the shareholder return mechanism of the company, Increase the transparency and operability of profit distribution policy decisions and actively repay investors.
5、 Independent opinions on Revising the remuneration management system for directors, supervisors and senior managers
The revision of the remuneration management system for directors, supervisors and senior managers will help better mobilize the work enthusiasm and creativity of directors, supervisors and senior managers, improve the incentive and restraint mechanism suitable for the system of listed companies, and improve the operation and management level of the company. We agree to revise the remuneration management system for directors, supervisors and senior managers of the company, And agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinion on the proposed reappointment of the audit institution in 2022
According to relevant regulations, we have reviewed the company's renewal of the appointment of the accounting firm and issued relevant opinions as follows: 1. Prior approval opinions
The company's engagement of Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as "Tianjian") complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of Association; Tianjian is qualified for securities, futures and other related businesses, and has rich experience and ability in auditing of listed companies. In the audit process of 2021, Tianjian followed the principles of integrity, independence, objectivity and impartiality, and dispatched an audit team with strong professional ability and good professional ethics, which can better meet the requirements of the company for establishing and improving internal control and financial audit, We believe that Tianjian has the ability to continue to serve as the audit institution of the company in 2022.
In conclusion, in order to ensure the continuity of the company's audit work, we agree to submit the matter of continuing to appoint Tianjian as the company's audit institution in 2022 to the second meeting of the Fifth Board of directors for deliberation.
2. Independent opinion
After examination, we believe that Tianjian meets relevant regulations in terms of securities business qualification. In the process of providing audit services for the company, it strictly follows the principles of independence, objectivity and impartiality. The audit report issued objectively and fairly reflects the company's financial status, operating results and cash flow, successfully completed the audit of the company in 2021 and safeguarded the interests of the company and all shareholders.
To sum up, we agree that the company will continue to appoint Tianjian as the audit institution in 2022. (no text below)
(there is no text on this page, which is the signature page of Hangzhou Weiguang Electronic Co.Ltd(002801) independent directors' independent opinions on matters related to the second meeting of the Fifth Board of directors) signature of independent directors:
Shen Menghui, Hu Xiaoming, Shen Jianxin
March 22, 2022
