Allwinnertech Technology Co.Ltd(300458)
Independent opinions of independent directors on relevant matters
As an independent director of the Fourth Board of directors of Allwinnertech Technology Co.Ltd(300458) (hereinafter referred to as “the company”), I, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and other relevant provisions of China Securities Regulatory Commission, based on the position of independent judgment, in line with the attitude of being responsible to the company and all shareholders, and adhering to the principle of seeking truth from facts, Opinions on the financial report of the 14th independent board of directors in 2021
After review, I believe that the company’s 2021 financial statement is in line with the actual situation of the company, agree with the content of the proposal, and agree to submit the proposal to the general meeting of shareholders for deliberation. 2、 Independent opinions on the company’s profit distribution plan in 2021
After review, I believe that the company’s profit distribution plan for 2021 complies with the company law, the relevant provisions of the CSRC on cash dividends of listed companies and the articles of association. It conforms to the actual situation of the company, does not violate relevant regulations, does not damage the interests of the company’s shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company. Agree to the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation. 3、 Independent opinions on the deposit and use of raised funds in 2021
After review, I believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the existence and use of raised funds of listed companies, comply with the relevant provisions of the company’s measures for the administration of raised funds, and there are no violations in the deposit and use of raised funds. Agree to the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation. 4、 Independent opinions on the occupation of non operating funds, other related capital transactions and external guarantees of the company
1. During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties. The capital transactions between the company and other related parties can strictly comply with the provisions of the notice on regulating the capital transactions between listed companies and related parties and the external guarantee of listed companies, and there is no violation of relevant laws, regulations and provisions. Agree to the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
2. During the reporting period, the external guarantees of the company are all guarantees for wholly-owned subsidiaries, and there is no guarantee or other external guarantees for controlling shareholders and other related parties.
5、 Independent opinions on the self-evaluation report of internal control in 2021
After review, I believe that the company has established a relatively perfect internal control system and control system in accordance with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange and in combination with its own actual situation, which can meet the requirements of the company’s management and the needs of the company’s development. The company’s internal control system is relatively perfect and executable, and there are no obvious weak links and major defects. After the establishment of various systems, they have been effectively implemented and played a better role in supervising and guiding the standardized operation of the company. The management of raised funds and information disclosure of the company are strictly, fully and effectively controlled, which is in line with the actual situation of the company and effectively ensures the normal operation and management of the company. Agree to the content of the proposal. 6、 Independent opinions on the renewal of the audit institution in 2022
After audit, I believe that Tianjian Certified Public Accountants (special general partnership) adheres to the independent audit standards during its tenure as the company’s audit institution, has better fulfilled the responsibilities and obligations specified in the agreement signed by both parties, and can issue various professional reports for the company on time, and the contents of the reports are objective and fair. Agree to the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation. 7、 Independent opinions on the remuneration of senior managers of the company
After review, I believe that the salary proposal for senior managers formulated by the company is in line with the actual situation of the company and does not damage the interests of the company and its shareholders, which is conducive to mobilizing the enthusiasm of senior managers and in line with the long-term development of the company. The deliberation procedures on the remuneration proposal of the company’s senior managers comply with the provisions of relevant national laws, regulations, normative documents, the articles of association and other internal governance documents. Therefore, I agree with the content of the proposal. 8、 Independent opinions on the company’s foreign exchange hedging business
After review, I believe that the company and its subsidiaries use foreign exchange hedging tools to reduce exchange rate risks and exchange losses on the premise of ensuring normal production and operation on the basis of normal production and operation and relying on specific business operations. At the same time, the company has formulated the management system of foreign exchange hedging business, and formulated specific operating procedures for the company to engage in foreign exchange hedging business by strengthening internal control and implementing risk prevention measures. The company’s foreign exchange hedging business is feasible and the risk can be controlled. Relevant decision-making procedures comply with relevant laws, regulations and the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Agree to carry out foreign exchange hedging business. 9、 Proposal on the company’s application for comprehensive credit line from the bank
After review, I believe that the company’s application for credit line from the bank this time is conducive to meeting the company’s capital needs and promoting the sustainable development of the company. The decision-making procedure complies with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all investors. Therefore, I agree with the content of the proposal. 10、 Independent opinions on related party transactions of the company in 2021
After review, I believe that the decision-making procedures of the company’s related party transactions in 2021 comply with the provisions of relevant laws, regulations and the articles of association, do not violate the principles of openness, fairness and impartiality, the price of related party transactions is fair, meet the actual production and operation needs of the company, there are no internal transactions, and there are no acts damaging the interests of the company and all shareholders.
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