Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Opinions of independent directors on matters related to the 42nd meeting of the second board of directors
separate opinion
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of Shanghai Stock Exchange, the articles of association of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “articles of association”), and the working system of independent directors of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd As the independent director of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company”), we, as the independent director of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company”), with a serious and responsible attitude, based on the independent, prudent and objective position, express the following opinions on the relevant matters considered at the 42nd meeting of the second board of directors held on March 30, 2022:
1、 Independent opinions on the proposal on the company’s internal control evaluation report in 2021
After deliberation, we believe that the company has improved the corporate governance structure and established a relatively perfect internal control system in accordance with the relevant provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory rules of Shanghai Stock Exchange on the science and innovation board No. 1 – standardized operation and the articles of association, It meets the requirements of relevant national laws and regulations and the actual needs of the company’s production and operation, and can be effectively implemented. No major defects in internal control were found during the reporting period. The establishment of internal control system has played a good role in risk prevention and control of all links of the company’s operation and management. We believe that the 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. Therefore, we agree with the above report prepared by the company.
2、 Independent opinions on the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors
After deliberation, we believe that the company nominated Mr. Huang Zhijia, Mr. Liu Jian, Mr. Cheng Xueping, Mr. Zhao Chongguang, Mr. Huang Huai and Mr. Zhang Chi as candidates for non independent directors of the third board of directors of the company. Their qualifications meet the requirements of relevant laws, administrative regulations and normative documents for directors’ qualifications, and there is no situation that they are not allowed to serve as directors of the company as stipulated in the company law, the articles of association and so on. The above non independent director candidates have not been subject to administrative punishment by the China Securities Regulatory Commission or punishment by the exchange, and there are no other circumstances that Shanghai stock exchange determines that they are not suitable to serve as directors of listed companies. Therefore, we unanimously agree to the proposal.
3、 Independent opinions on the proposal on the general election of the board of directors and the nomination of independent director candidates for the third board of directors
After deliberation, we believe that the company nominated Mr. Sun Yunxu, Mr. Wang Jianxin and Mr. Zhang Zhang as candidates for independent directors of the third board of directors of the company, and their qualifications meet the requirements of relevant laws, administrative regulations and normative documents for the qualifications of independent directors, and there is no situation that they are not allowed to serve as independent directors of the company as stipulated in the company law and the articles of association. The above independent director candidates have not been subject to administrative punishment by the China Securities Regulatory Commission or punishment by the exchange, and there are no other circumstances that Shanghai stock exchange determines that they are not suitable to serve as directors of listed companies. Therefore, we unanimously agree to the proposal.
4、 Opinions on the proposal of independent related party transactions in 2022
After deliberation, we believe that the daily related party transactions expected to occur in 2022 are necessary for the company’s daily production and operation. The relevant transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price. The company’s main business will not rely on related parties due to the above transactions, will not affect the independence of the company, and will not damage the interests of the company and other shareholders, especially minority shareholders. When the board of directors deliberated the above-mentioned proposals, the voting procedures were in line with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the articles of association, and there was no situation damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the motion.
5、 Independent opinions on the proposal on developing foreign exchange forward settlement and sale business
After deliberation, we believe that the company’s long-term foreign exchange settlement and sales business is based on normal operation. The purpose is to avoid the risks of the foreign exchange market, prevent the adverse impact of large fluctuations in exchange rate on the company, and meet the needs of the company’s business development. At the same time, the company has formulated the corresponding foreign exchange hedging business management system and improved the relevant business approval process. The procedures of the board of directors of the company to review the matter are legal and compliant, comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of listed companies and shareholders.
In conclusion, we agree that the company will carry out foreign exchange forward settlement and sales business with banks with a total amount of no more than US $50 million within 12 months from the date of deliberation and approval of this board of directors, and the funds within the limit can be used on a rolling basis.
6、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
After deliberation, we believe that the audit fee of the company is mainly based on the responsibility of professional services and the degree of professional technology investment, comprehensively considering the experience and level of employees involved in the work, the corresponding charge rate and the working hours invested, and pricing according to the company’s business model, industry and accounting complexity, According to the audit personnel required for the audit of the company’s annual report, the workload invested and the fee standard of Grant Thornton, we agree to determine the final audit fee of 1 million yuan (including tax) in 2021.
During his tenure as the company’s audit institution in 2021, Zhitong adhered to the independent audit standards, provided the company with various special audit and financial statement audit services, ensured the smooth development of the company’s work, and better fulfilled the responsibilities and obligations specified in the employment contract. Grant Thornton has corresponding professional qualification and competence. Therefore, we agree to continue to appoint Zhitong as the company’s audit institution in 2022, and agree to submit the proposal to the company’s general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on the company’s application for comprehensive credit line in 2022
After deliberation, we believe that the company plans to apply for a comprehensive credit line with a total amount of no more than RMB 1.5 billion from the cooperative bank in 2022, and the wholly-owned subsidiaries Huizhou Shenzhen Jpt Opto-Electronics Co.Ltd(688025) Electronic Technology Co., Ltd. and Shenzhen Huajie Software Technology Co., Ltd. provide free joint and several liability guarantee for this. The decision-making procedures of the above credit and guarantee matters are legal and compliant, which is conducive to providing strong financial guarantee for the development of the company. Moreover, the company is in good operating condition and has good solvency. This credit and guarantee will not bring significant financial risks to the company, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders.
Therefore, we unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on closing some raised and invested projects in the initial public offering of shares and permanently replenishing the surplus raised funds with working capital
After deliberation, we believe that the completion of the “ultrafast laser R & D and production construction project” of the company’s initial public offering and the use of the surplus raised funds to permanently supplement the company’s working capital will further fill the cash flow of the company’s main business, be conducive to the development of the company’s main business, improve the company’s capital utilization efficiency and reduce the company’s financial expenses, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company or shareholders.
The contents and decision-making procedures of this matter comply with the provisions of relevant laws and regulations 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 Shanghai Stock Exchange Kechuang board, and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation. There is no disguised change in the investment direction of raised funds and damage to shareholders, Especially the interests of minority shareholders. Therefore, we unanimously agree on the matters considered in the proposal on closing some raised investment projects in the initial public offering and permanently replenishing the surplus raised funds with working capital.
9、 Independent opinions on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
After deliberation, we believe that the special report on the deposit and actual use of raised funds in 2021 prepared by the board of directors of the company complies with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the relevant format guidelines, Except that the fund expenditure of the special account for raised funds mentioned in “v. problems existing in the use and disclosure of raised funds” in the special report is not used strictly according to the project, the company truthfully reflects the deposit and actual use of the company’s raised funds in 2021 in all other major aspects. Therefore, we unanimously agree with the proposal.
10、 Independent opinions on the proposal on profit distribution plan in 2021
After deliberation, we believe that: Based on the long-term and sustainable development of the company and on the basis of comprehensive analysis of industrial business environment, business conditions of the company, requirements of shareholders, social capital cost, regulatory policies and other factors, the company fully considers the current and future business development, profit scale, investment capital demand, solvency or capital adequacy of the group and its subsidiaries, Balance the relationship between the sustainable development of business and the comprehensive return of shareholders, and formulate the profit distribution plan for 2021.
The decision-making procedure and mechanism of the company’s 2021 profit distribution plan are complete, the dividend standard and proportion are clear and clear, in line with the provisions of the articles of association and relevant review procedures, and fully protect the legitimate rights and interests of small and medium-sized investors. There are no obvious unreasonable situations such as arbitrage by major shareholders and the abuse of shareholders’ rights by relevant shareholders to improperly intervene in the company’s decision-making. Therefore, we unanimously agree to this profit distribution plan and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. (no text below)
(there is no text on this page, which is the signature page of independent opinions of independent directors of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on matters related to the 42nd meeting of the second board of directors)
He Zuowen
2022 (no text on this page, which is the signature page of independent opinions of independent directors of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on matters related to the 42nd meeting of the second board of directors)
Lu Ming
2022 (no text on this page, which is the signature page of independent opinions of independent directors of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on matters related to the 42nd meeting of the second board of directors)
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