Foshan Nationstar Optoelectronics Co.Ltd(002449) independent director
Independent opinions on matters related to the 17th meeting of the 5th board of directors
Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as "the company") held the 17th meeting of the 5th board of directors on March 22, 2022. As an independent director of the company, based on the position of objective and independent judgment, I hereby express the following independent opinions on the relevant matters of the 17th meeting of the Fifth Board of directors in accordance with the standards for the governance of 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 articles of association and other relevant provisions: 1 Special instructions and independent opinions on the company's related party transactions, external guarantees and the occupation of the company's funds by related parties in 2021
In accordance with the provisions and requirements of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, and the guidelines for the self discipline supervision of listed companies No. 7 - transactions and related party transactions of Shenzhen Stock Exchange, after consulting the relevant information provided by the company and understanding the relevant information, the company's related party transactions, external guarantees and controlling shareholders as of December 31, 2021 We have carefully checked the occupation of the company's funds by other related parties, and now make a special explanation on this. Our independent opinions are as follows:
(I) related party transactions in 2021
After careful verification, we believe that the company has conscientiously implemented the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions. The related party transactions in 2021 have performed the review procedures and disclosed as required, The pricing of related party transactions between the company and the controlling shareholders is fair and reasonable. When considering related party transactions, related shareholders avoided voting. The related party transactions in 2021 are as follows:
1. As of December 31, 2021, the actual daily related party transactions between the company and the above-mentioned related parties are: Foshan Electrical And Lighting Co.Ltd(000541) accumulated 454702 million yuan, haolaite's related sales of 6.4588 million yuan, haolaite's related purchase amount of 366331 million yuan, Dongjiang Environmental Company Limited(002672) and its holding subsidiaries of 1.2044 million yuan, Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) 4999 million yuan and Fenghua core power of 5500 yuan. The total amount of the above-mentioned related party transactions is 902719 million yuan. After verification, The amount is within the estimated range of daily connected transactions in 2021 approved by the sixth meeting of the Fifth Board of directors of the company.
2. During the reporting period, the company and Guangdong Guangsheng Finance Co., Ltd. (hereinafter referred to as "Guangsheng finance company")
The signed financial services agreement will remain in force (the expiration date is May 19, 2022). During the validity period of the agreement, Guangsheng finance company will provide the company with deposits, settlement, credit and other financial services approved by Bank Of China Limited(601988) Industry Regulatory Commission. During the period from January 1 to December 31, 2021, the maximum daily balance (including interest income) of the company's deposits with Guangsheng finance company is RMB 5917099 million (December 31, 2021), including current deposits of RMB 617099 million and time deposits of RMB 53 million, which does not exceed the maximum deposit limit agreed in the financial services agreement.
3. In order to better integrate and coordinate the internal and external financial resources of the group and form an integration mode of mutual promotion and complementarity between finance and industry, the company held the 15th meeting of the Fifth Board of directors on October 28, 2021, deliberated and adopted the proposal on the company's participation in capital increase and related party transactions of financial companies, and agreed that the company would increase its capital to Guangsheng financial company with its own capital of 30 million yuan as a strategic investor, The registered capital of Guangsheng finance company is 109922 million yuan, of which Guangdong Guangsheng Holding Group Co., Ltd. (hereinafter referred to as "Guangsheng group") contributes 90.974%, Foshan Nationstar Optoelectronics Co.Ltd(002449) contributes 2.083%, and other investors contribute 6.943%.
The company signed a capital increase agreement with Guangsheng group and Guangsheng finance company in November 2021, in which the company subscribed the registered capital of Guangsheng finance company of 22.9 million yuan, and the remaining 7.1 million yuan was included in the capital reserve. According to the requirements of the agreement, the company needs to meet all the preconditions for capital increase before paying the investment fund to Guangsheng finance company. On December 10, 2021, the company has paid the investment fund of 30 million yuan to Guangsheng finance company. 4. During the reporting period, the related party Guangdong Zhongren Construction Group Co., Ltd. (hereinafter referred to as "Zhongren construction") was the general contractor of the company's Geely industrial park construction project. As of December 31, 2021, the cumulative transaction volume between the company and Zhongren construction during the reporting period was 550376 million yuan, which was determined by the general contractor of survey, design and construction of " Foshan Nationstar Optoelectronics Co.Ltd(002449) Geely Industrial Park" of the company through public bidding, In accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the company applied to Shenzhen stock exchange for exemption from related party transactions due to public bidding. See the announcement on related party transactions due to public bidding (2020071) on cninfo.com for details.
5. During the reporting period, the related party Shenzhen yuepeng Construction Co., Ltd. (hereinafter referred to as "Shenzhen yuepeng") as the supervision unit of the company's Geely industrial park construction project, the transaction volume between the company and Shenzhen yuepeng was 377000 yuan.
6. During the reporting period, the company won the bid for the project of the related party Guangzhou Wanshun Investment Management Co., Ltd., and the cumulative amount of related party transactions with it in 2021 was 3.3137 million yuan;
7. During the reporting period, Xinli electronics, a wholly-owned subsidiary of the company, and its related party Guangdong Great Wall Building Co., Ltd. (in Chinese)
Except for the above related party transactions, the company has no other related party transactions, and the company and related parties
Related party transactions comply with relevant laws and regulations, meet the business needs of the company, and belong to normal commercial transactions,
There is no circumstance that damages the interests of other shareholders.
(II) external guarantee in 2021
After careful verification, we believe that the company earnestly implements the guidelines for the supervision of listed companies No. 8——
According to the regulatory requirements for capital transactions and external guarantees of listed companies, there was no illegal external guarantee in 2021
There are no illegal external guarantees that occurred in previous years and accumulated to December 31, 2021
situation. The relevant external guarantees are explained as follows:
Actual burden
Name of guarantee object: whether the guarantee amount complies with the review procedure; guarantee amount; guarantee period; guarantee type; guarantee period
Line weighing (10000 yuan) completed (10000 yuan)
Foshan Guoxing's second visit in 2017
Joint and several liability insurance June 12, 2018
Resolution of shareholders' meeting on semiconductor technology 3 Shenzhen Ecobeauty Co.Ltd(000010) 000 4-year no certificate - May 27, 2022
Announcement of limited company
According to relevant laws, regulations, rules and regulations, the company has considered the above external guarantee matters
Decision making procedures and relevant information disclosure were carried out. During the reporting period, the company carried out relevant guarantee industry within the approved amount
The company and its subsidiaries have not committed any guarantee other than the above guarantee.
(III) funds occupied by related parties in 2021
During the reporting period, the company did not occupy the company's funds by controlling shareholders, actual controllers and other related parties
There are no controlling shareholders, actual controllers and other related parties that occurred in the previous period and continued to the reporting period
Occupation of the company's funds by the party.
2、 Independent opinion on self-evaluation report of internal control in 2021
After careful review of the company's 2021 annual internal control self-evaluation report, and with the company's management
Communicate with relevant departments and express independent opinions as follows in combination with the investigation of the company:
After verification, we believe that the company has established a relatively perfect internal control system, which is in line with relevant national laws
According to the requirements of laws, administrative regulations and departmental rules, the internal control has legitimacy, rationality and effectiveness, and is established
A relatively complete risk assessment system has been established. Corporate governance, production and operation, information disclosure and major events of the company
Such activities shall be carried out in strict accordance with the provisions of various internal control systems of the company, and the possible internal and external problems in each link shall be analyzed
The risk of the Department has been reasonably controlled, and the company's internal control is effective. The company's internal control in 2021
My evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system
In addition, we agree to submit the proposal to the 2021 annual general meeting of the company for deliberation.
3、 Independent opinions on 2021 profit distribution plan
The profit distribution plan is put forward in combination with the actual situation of the company, which matches the future development of the company and the industry, meets the long-term development needs of the company and the long-term interests of shareholders, complies with the relevant provisions on profit distribution in the company law and the articles of association, and is consistent with the guidance of CSRC to encourage listed companies to pay cash dividends and give investors stable and reasonable returns. Therefore, we agree to the plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the salary management and assessment system of the company's directors and senior managers
The formulation of the remuneration management and assessment system for directors and senior managers of the company combines the actual situation of the company, and sets reasonable contents and standards for the remuneration level of the industry, which is conducive to further strengthening and standardizing the remuneration management of senior managers, establishing and improving effective incentive and restraint mechanisms, fully mobilizing the enthusiasm and creativity of senior managers, and in line with the long-term development interests of the company, There is no situation that damages the interests of listed companies and shareholders, especially minority shareholders. Therefore, we agree with the salary management and assessment system of the company's directors and senior managers. 5、 Opinions on the independent use of self owned funds
At present, the company's financial situation is stable. On the premise of ensuring the capital and capital safety required for normal production and operation, using its own idle funds for cash management is conducive to improving the efficiency of capital use and capital income, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed that the company and its holding subsidiaries use their own funds of no more than 150 million yuan for entrusted financial management.
6、 Independent opinions on continuing the bill pool business
At present, the company is in good operation and stable financial condition. The company's implementation of bill pool business can comprehensively manage the company's bills receivable and bills payable, optimize the financial structure, reduce capital occupation, and improve bill income and capital utilization. At the same time, the company has conducted risk assessment on relevant bill pool business and established a risk disposal plan, which can effectively prevent and control capital risks and maintain the safety of the company's funds.
We agree that the company and its subsidiaries continue to carry out the bill pool business, and the shared implementation amount shall not exceed RMB 5 billion. The above amount can be used on a rolling basis, and agree to submit the proposal on continuing the bill pool business to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the renewal of the financial service agreement between the company and Guangdong Guangsheng Finance Co., Ltd. This connected transaction is conducive to optimizing the company's financial management, improving the efficiency of the company's capital use, and reducing financing costs and risks. The related party transactions between the company and related parties are legal and effective, follow the principle of equality and voluntariness, ensure fair pricing, do not harm the interests of the company and shareholders, and will not affect the independence of the company.
This related party transaction has been approved by us in advance before being submitted to the board of directors for deliberation. When voting on this proposal, the related directors avoided voting. The deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association of the company, and there is no damage to the rights and interests of the company and minority shareholders. We agree that the company and Guangdong Guangsheng Finance Co., Ltd. renew the financial service agreement, And submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. Independent director: Rao pingui, Li boqiao, Tang Yong
March 24, 2022
