Independent directors’ comments on the seventh meeting of the second board of directors
Opinions of independent directors on relevant matters
In accordance with the provisions of relevant laws, regulations and rules, such as the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the Sihui Fuji Electronics Technology Co.Ltd(300852) articles of association and the working rules for Sihui Fuji Electronics Technology Co.Ltd(300852) independent directors, we are the independent directors of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as the “company”), Based on the principle of being responsible to all shareholders and the company, based on objective and independent judgment and adhering to a scientific and rigorous working attitude, the company carefully checked the relevant matters of the seventh meeting of the second board of directors, and expressed the following independent opinions:
1、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After carefully reviewing the 2021 internal control self evaluation report, communicating with the company’s management and relevant departments, and consulting the relevant internal control management system of the company, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the establishment, implementation and actual operation of the company’s internal control system.
We agree to submit the 2021 internal control self evaluation report prepared by the company.
2、 Independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
According to the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the relevant provisions of the articles of association and the external guarantee management system, after verification, based on objective and independent judgment, we express the following independent opinions on the occupation of funds by the controlling shareholders and other related parties and the external guarantee of the company during the reporting period:
(1) During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties; There is no illegal occupation of the company’s funds by controlling shareholders and other related parties in previous years and accumulated to December 31, 2021.
(2) As of the end of the period, there is no situation that any legal person, controlling shareholder or other related party actually provides the report.
3、 Independent opinions on 2021 profit distribution plan
After careful review of the proposal on the profit distribution plan for 2021, the independent directors believe that the company’s performance growth in 2021 is stable. The profit distribution plan proposed by the company comprehensively considers the current capital stock scale, business development needs, profitability and capital needs of the company, matches the performance growth of the company, takes into account the reasonable needs of shareholders’ return, and allows all shareholders to share the operating results of the company’s growth. The profit distribution plan of the company complies with the relevant provisions of the company law, the articles of association and other laws and regulations, has legitimacy, compliance and rationality, and does not damage the legitimate rights and interests of the company or shareholders.
We agree with the company’s proposal on the profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
After carefully reviewing the special report on the deposit and actual use of raised funds in 2021, the independent directors believe that the management and use of the company’s raised funds comply with the relevant provisions on the use and management of raised funds in relevant laws and regulations such as the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company’s raised funds management system, and the content is true, accurate and complete, which can reflect the deposit and actual use of raised funds in 2021 The actual situation of use does not harm the interests of the company and shareholders.
We agree with the special report on the deposit and actual use of raised funds in 2021 prepared by the company. 5、 Independent opinions on the remuneration plan of the company’s directors, supervisors and senior managers in 2022
After verification, we believe that the remuneration plan for directors, supervisors and senior managers of the company in 2022 is carried out in strict accordance with the relevant systems of the company and formulated in combination with the current operation and management status of the company, which is conducive to mobilizing the work enthusiasm of directors, supervisors and senior managers, strengthening the sense of diligence and responsibility of directors, supervisors and senior managers, and conducive to the long-term development of the company.
We agree to the remuneration plan of the company’s directors, supervisors and senior managers in 2022 and submit this proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the proposal that the company and its subsidiaries are expected to apply to the bank for comprehensive credit line in 2022 and the company provides guarantee for the subsidiary’s application for comprehensive credit line
After verification, we believe that the company and its subsidiaries apply for comprehensive credit from the bank and the company provides guarantee for the comprehensive credit line applied for by the subsidiary is to meet the actual needs of the company’s daily operation and the working capital of the subsidiary, contribute to the development of the subsidiary, the guarantee risk is controllable, the deliberation and voting procedures of the board of directors comply with the relevant provisions of laws, regulations and the articles of association, and will not affect the sustainable operation ability of the company, There is no situation that damages the interests of the company and shareholders.
We agree to the implementation of the company and its subsidiaries applying for comprehensive credit line from the bank and the guarantee provided by the company for its subsidiaries applying for comprehensive credit line.
7、 Independent opinions on the proposal of using idle self owned funds for entrusted financial management
After verification, we believe that the company and its subsidiaries intend to use idle self owned funds for entrusted financial management, have fulfilled the necessary examination and approval procedures, and comply with the relevant provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules. At present, the company is in good operation and stable financial condition. Under the condition of ensuring the capital demand of daily operation, effectively controlling investment risk and capital safety, the company and its subsidiaries agree to use idle self owned funds with a total amount of no more than 350 million yuan for entrusted financial management, which will help to improve the efficiency of capital use, increase the company’s income and shareholder return, and will not damage all shareholders of the company Especially the interests of minority shareholders.
We agree that the company will use idle self owned funds to implement the entrusted financial management proposal.
8、 Independent opinions on the special report on the trading of foreign exchange derivatives of the company in 2021
After verification, we believe that the long-term foreign exchange settlement business carried out by the company in 2021 is based on normal production and operation, relying on specific business operations, aiming at fixing foreign exchange exchange costs, stabilizing and expanding exports and preventing exchange rate risks. There is no speculative operation, which meets the needs of the company’s actual operation and development. The company complied with the relevant management systems and risk response measures formulated for the long-term foreign exchange settlement business. There was no violation of relevant laws, regulations and rules during the reporting period, and there was no damage to the interests of the company and all shareholders.
We agree with the special report on foreign exchange derivatives transactions in 2021 prepared by the company.
(no text below)
Independent directors: Chen Shirong, Zhang Yuanyuan
March 24, 2022
