Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051)
Independent directors’ opinions on relevant matters of the 14th meeting of the second board of directors
Independent opinion of
In accordance with the company law, the securities law, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem, the rules for independent directors of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the working system of independent directors, as independent directors of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as the “company”), based on independence, objectivity Based on fair judgment, we hereby express the following independent opinions on relevant matters involved in the 14th meeting of the second board of directors of the company:
1、 Independent opinions on the proposal on profit distribution plan in 2021
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the company’s profit distribution plan for 2021 complies with the relevant laws and regulations and the articles of association, the profit distribution policies determined by the company and the relevant commitments made by the company. On the premise of ensuring the normal operation and long-term development of the company, the reasonable investment return to the majority of investors is fully considered, which is conducive to the normal operation and healthy development of the company, and there is no damage to the interests of investors. Therefore, the independent directors unanimously agreed to the company’s 2021 profit distribution plan and agreed to submit the proposal on 2021 profit distribution plan to the company’s 2021 annual general meeting for deliberation. 2、 Independent opinions on the proposal on the self evaluation report on internal control in 2021
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the company has established a relatively perfect internal control system and can be effectively implemented, which can meet the needs of the company’s operation and management, ensure the orderly development of the company’s business activities, and ensure the full implementation of the company’s development strategy and business objectives. The self evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system. Therefore, we agree to the matters of the company’s 2021 internal control self-evaluation report.
3、 Independent opinions on the proposal on renewing the appointment of accounting firms in 2022
After carefully reviewing the relevant materials submitted by the board of directors, we believe that Zhongxi Certified Public Accountants (special general partnership) has the audit qualification related to securities and other businesses, and has the experience and ability to provide audit services for listed companies. Since serving as the company’s audit institution, it has been able to follow independent, objective and impartial professional standards, and the audit report issued can objectively and truly reflect the company’s financial situation and operating results, The relevant audit work has been completed well, and the renewal of employment is conducive to ensuring the continuity of the company’s audit business. Therefore, we agree to renew the appointment of Zhongxi Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on resignation and by election of independent directors
After reviewing the relevant materials of independent director candidates, we believe that the nomination procedures and voting procedures of independent director candidates in this by election comply with the relevant provisions of the company law and the articles of association. According to the examination of the nominees, the nominees have the qualification and ability to serve as non independent directors of the company, and there is no situation that they are not allowed to serve as non independent directors of the company as stipulated in the company law and the articles of association, and there is no situation that they are banned from the market by the China Securities Regulatory Commission and are still in the period of prohibition. They are not dishonest Executees, Nor has it been punished or disciplined by China Securities Regulatory Commission and Shenzhen Stock Exchange.
Therefore, we unanimously agree to the above proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on Directors’ remuneration in 2022
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the company confirms that the remuneration of directors is formulated according to the industry and scale of the company and in combination with the actual operation of the company, which is conducive to strengthening the diligence of directors and the sustainable, stable and healthy development of the company. Therefore, we unanimously agree on the remuneration of directors in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on the remuneration of senior managers in 2022
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the company confirms that the salary of senior managers is formulated according to the salary level of the industry and scale of the company and in combination with the actual operation of the company, which is conducive to improving work efficiency and operating efficiency and the sustainable, stable and healthy development of the company. Therefore, we unanimously agree on the remuneration of senior managers in 2022.
7、 Independent opinions on the proposal on the estimated amount of daily connected transactions in 2022
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the daily related party transactions actually occurred in 2021 and 2022 are expected to be necessary for the daily operation of the company and belong to normal commercial transactions. The transaction price is based on the fair market price and determined by both parties through negotiation, without harming the interests of the company and shareholders. During the voting process of the board of directors, the related directors avoided voting, and the procedure was legal and effective, in line with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the daily related party transactions expected by the company in 2022.
8、 Independent opinions on the proposal on the special report on the deposit and use of raised funds in 2021
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the company’s measures for the management of raised funds, There are no irregularities in the deposit and use of raised funds; The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. Therefore, we unanimously agree on the special report of the company on the deposit and use of raised funds in 2021.
9、 Independent opinions on the proposal on the implementation subject and place of new raised investment projects and the use of some raised funds to increase capital to holding subsidiaries to implement raised investment projects
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the implementation subject, implementation location and use of part of the raised funds to increase capital to the holding subsidiary to implement the raised investment project are based on the specific needs of the implementation of the company’s raised funds use plan, in line with the actual situation and future development strategy of the company, and have not changed the investment direction and project construction content of the raised funds, It will not have a material impact on the implementation of the raised investment project, and there is no situation that damages the interests of shareholders, especially small and medium-sized shareholders, Comply with the requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc.
Therefore, the independent directors unanimously agreed on the implementation subject and place of the new raised investment project of the company and the use of part of the raised funds to increase capital to the holding subsidiary to implement the raised investment project.
10、 Independent opinions on the proposal on using some temporarily idle raised funds and self owned funds for cash management
After carefully reviewing the relevant materials submitted by the board of directors, we believe that on the premise of ensuring the construction of the raised funds project and the normal operation of the company, the company makes rational use of some idle raised funds and its own funds for cash management in combination with the implementation progress of the raised investment project, which will help to improve the fund use efficiency and income of the company. No. 2 guideline of Shenzhen Stock Exchange – self regulatory procedures for the use of funds raised by listed companies listed on the gem does not meet the regulatory requirements of Shenzhen Stock Exchange No. 2, It will not affect the promotion of investment projects with raised funds and the normal operation of the company.
All independent directors unanimously agree that the company and its subsidiaries use the temporarily idle raised funds of no more than RMB 900 million (including this amount) and their own funds of no more than RMB 45 million (including this amount) for cash management. The validity period of the above quota is valid within 12 months from the date of deliberation and approval by the board of directors. Within the scope of the above quota and period, the funds can be recycled and used on a rolling basis.
11、 Independent opinions on the proposal on appointing the deputy general manager of the company
After carefully reviewing the relevant materials submitted by the board of directors, we believe that this appointment is carried out on the basis of fully understanding the identity, educational background, occupation and professional quality of the employed person, and has obtained the consent of the employed person. The employed person has the qualification and ability to serve as the senior management of the company, and there is no situation that he is not allowed to serve as the senior management of the company according to the company law and other relevant regulations. The appointment and deliberation procedures of the company’s senior managers comply with the relevant provisions of laws and regulations, normative documents, articles of association and other rules and regulations, such as the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there is no damage to the interests of the company and other shareholders. Therefore, we unanimously agree that the company will appoint Mr. Zhou Xuan as the deputy general manager, whose term of office starts from the date of approval of this board of directors to the date of expiration of this board of directors.
12、 Special instructions and independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company
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, the funds occupied by the controlling shareholders and other related parties and external guarantees of the company during the reporting period have been verified. Based on our independent judgment, we hereby make a special explanation on the relevant situation and express independent opinions as follows:
(I) occupation of funds by controlling shareholders and other related parties
During the reporting period, there was no abnormal occupation of the company’s funds by controlling shareholders and other related parties, and there was no disguised occupation of the company’s funds in other ways.
(II) external guarantee of the company
During the reporting period, Guangdong Xinhao, a wholly-owned subsidiary of the company, acquired 61.75% of the equity of DAHAO Technology (Dongguan) Co., Ltd. (hereinafter referred to as “DAHAO technology”, formerly Dongguan Junda Touch Technology Co., Ltd.), and DAHAO technology was included in the scope of the company’s consolidated statements.
DAHAO technology signed the maximum guarantee contract with Shenzhen Branch of Guangdong Development Bank Co., Ltd. in 2021, and undertook joint and several liability guarantee of up to 150 million yuan for the credit line contract of Shenzhen Junda North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “Shenzhen Junda optoelectronics”), the then controlling shareholder of DAHAO technology. The above external guarantee of DAHAO technology is formed historically, and Shenzhen Junda optoelectronics has also provided joint and several liability guarantee for the bank loan of 250 million yuan of DAHAO technology. During the duration of the above guarantee, Shenzhen Junda optoelectronics pledged 25.50% of the equity of Dongguan Junda held by its wholly-owned subsidiary Shenzhen Junda touch Co., Ltd. to Guangdong Xinhao, which can basically cover the above guarantee risks, and the relevant pledge procedures have been completed.
In conclusion, DAHAO technology’s joint and several liability guarantee for the 150 million bank credit of Shenzhen Junda optoelectronics will not have an adverse impact on the company. Except for the above external guarantee of DAHAO technology, the company has no other external guarantee.
(there is no text on this page, which is the signature page of the independent opinions of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) independent directors on matters related to the 14th meeting of the second board of directors)
independent director:
Liu Zhengyu:
Wei Chuanjun:
Wang Yihua:
March 23, 2022
