Hc Semitek Corporation(300323)
Independent directors’ opinions on the 12th meeting of the 5th board of directors
Independent opinions on relevant matters
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 rules for independent directors of listed companies, the articles of association, the Hc Semitek Corporation(300323) independent director system and other relevant provisions, we, as independent directors of Hc Semitek Corporation(300323) (hereinafter referred to as the “company”), are prudent and responsible to the company and all shareholders, Based on the independent judgment position, we have carefully reviewed the matters considered at the 12th meeting of the 5th board of directors of the company. Based on the independent, objective and impartial judgment position, we express the following independent opinions:
1、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the 2021 profit distribution plan proposed by the board of directors of the company, which does not distribute cash dividends, bonus shares or convert capital reserve into share capital, is in line with the actual situation of the company and relevant regulations. The profit distribution plan is legal, compliant and reasonable, and there is no damage to the rights and interests of minority shareholders, Conducive to the long-term development of the company. Therefore, we agree to this profit distribution plan and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinion on the renewal of the company’s audit institution in 2022
After verification, we believe that Rongcheng Certified Public Accountants (special general partnership), as the company’s audit institution in 2021, adheres to the principle of independent audit in the process of practice, can issue various professional reports for the company on time, and the contents of the reports are objective and fair. Considering the audit quality, service level and fees of the Institute, we agree to renew the appointment of Rongcheng certified public accountants as the audit institution in 2022 for one year, and agree that the board of directors will submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinion on internal control evaluation report in 2021
After verification, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The 2021 internal control evaluation report prepared by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control system and can meet the requirements of the company’s management and the needs of the company’s development, It can guarantee the healthy operation of the company’s business activities and the implementation of relevant national laws and regulations and the company’s internal rules and regulations, without false records, misleading statements or major omissions.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, we believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations of the deposit and use of raised funds, and there are no cases that damage the interests of the company and shareholders. The company’s special report on the deposit and use of raised funds in 2021 is true, accurate and complete, and there are no false records, misleading statements and major omissions.
5、 Independent opinions on purchasing liability insurance for directors, supervisors and senior managers of the company
The company purchases liability insurance for all directors, supervisors and senior managers, which is conducive to promoting the directors, supervisors and senior managers to fully exercise their rights, better perform their duties and promote the healthy development of the company. The review procedure of this matter is legal, there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and complies with the relevant provisions of the standards for the governance of listed companies. Therefore, we agree that the company shall purchase liability insurance for directors, supervisors and senior managers, and agree to submit it to the 2021 annual general meeting of shareholders of the company for review.
6、 Independent opinions on requesting the general meeting of shareholders to extend the validity period of the financial services agreement and related party transactions signed between the company and Zhuhai HUAFA Group Finance Co., Ltd
After verification, we believe that the company’s extension of the validity period of the financial services agreement and authorization related to related transactions signed with Zhuhai HUAFA Group Finance Co., Ltd. is conducive to ensuring the continuous, effective and smooth progress of the authorization related to the above transactions, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. 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.
7、 Independent opinions on the continuous risk assessment report of the company’s associated deposit and loan and other financial businesses with Zhuhai HUAFA Group Finance Co., Ltd
As a non bank financial institution, the financial company’s business scope, business content and process, internal risk control system and other measures are strictly supervised by Bank Of China Limited(601988) supervision and Administration Committee, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The voting procedures of this matter comply with the company law, the articles of association, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions. After review, the company issued the continuous risk assessment report on the related deposit and loan and other financial businesses of the company and Zhuhai HUAFA Group Finance Co., Ltd. We believe that the report fully reflects the business qualification, business and risk status of the financial company, and we unanimously agree with the report.
8、 Independent opinions on the election of candidates for non independent directors of the 5th board of directors and members of the special committee of the board of directors
After review, we believe that the nomination and voting procedures for non independent director candidates of the 5th board of directors of the company comply with the relevant provisions of the company law, the articles of association and other laws and regulations. The nomination is carried out on the basis that the nominees fully understand the education background, professional experience and professional quality of the nominees. With the consent of the nominees, the nomination is legal and effective; Upon examination, the qualifications of the candidates for non independent directors of the 5th board of directors of the company meet the requirements for serving as directors of listed companies and are competent for the duties of the positions they employ. There are no conditions prohibited from serving in the company law and the articles of association and the punishment of being banned from entering the securities market by the CSRC. Agree that Mr. Liu Rong is a candidate for non independent director of the 5th board of directors, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the appointment of senior managers of the company
After verification, we believe that the nomination, deliberation and appointment procedures of the company’s senior managers comply with the company law, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations, normative documents, the articles of association and other relevant provisions, and there is no harm to the interests of the company and other shareholders.
The appointment of senior managers of the company is based on a full understanding of the comprehensive situation of the employed person’s educational background, professional experience and professional quality. The employed senior managers have the job conditions specified in relevant laws, regulations, normative documents and the articles of association. The employed person has the qualification and ability to serve as senior managers of listed companies and is competent for the responsibilities of the employed position, It is not found that the company law, the articles of association and the Shenzhen Stock Exchange gem listing rules stipulate that they are not allowed to serve as senior managers, nor are they punished by the CSRC and other relevant departments and the stock exchange, nor are they dishonest Executees.
In conclusion, we unanimously agree to appoint Mr. Liu Rong as the president of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the Fifth Board of directors.
10、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the requirements and provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantees of listed companies (zjf [2005] No. 120) issued by the CSRC, we have reviewed the external guarantees and the capital exchanges of related parties of the company as of December 31, 2021, The independent opinions are as follows:
1. During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties;
2. In accordance with the company law, the articles of association and other relevant provisions, the company strictly performs the review procedures of external guarantee, timely follows up the guarantee business process and effectively controls the risk of external guarantee. The decision-making procedures of such guarantee matters are legal and reasonable, which is in line with the fundamental interests of the company.
During the reporting period, in addition to providing guarantees for subsidiaries within the scope of consolidated statements, the company did not provide guarantees for controlling shareholders, other related parties other than subsidiaries of the company, any unincorporated units or individuals, and there were no illegal guarantees, overdue guarantees, guarantees involving litigation, etc,
As of December 31, 2021, the actual external guarantee balance of the company was 28018028 million yuan, and the total actual external guarantee balance in 2021 accounted for 45.39% of the audited net assets of the company in 2021. The above guarantee balance meets the approved guarantee limit during the reporting period.
The company has control over the wholly-owned subsidiary, and the financial risk of providing guarantee for it is within the company’s control. The above guarantee is conducive to reducing the financing cost of the subsidiary and promoting the business development. The relevant guarantee matters comply with the provisions of laws and regulations, and the guarantee provided by the company is reasonable.
11、 Independent opinions on the company’s investment in Securities and derivatives in 2021
After verification, we believe that the company only carried out forward foreign exchange settlement and sales business in 2021 and did not make securities investment. The company’s forward foreign exchange settlement and sales business follows the principle of hedging and does not engage in speculative arbitrage transactions. The funds used for the forward foreign exchange settlement and sales business are its own funds, which does not affect the development of the company’s main business. The company carried out foreign exchange hedging business in strict accordance with the requirements of relevant laws and regulations, the articles of association and relevant systems of the company, and performed the corresponding approval procedures. There was no violation of relevant laws, regulations and rules, and there was no damage to the interests of the company and small and medium-sized shareholders.
12、 Independent opinions on reusing some idle raised funds for cash management
After examination, we believe that the decision-making and deliberation procedures of the company’s re-use of some idle raised funds for cash management comply with 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 Shenzhen Stock Exchange on the gem The provisions of relevant documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. Without affecting the investment plan and construction progress of the raised investment project, the rational use of the temporarily idle raised funds for cash management is conducive to improving the use efficiency of the company’s raised funds, increasing the company’s income, obtaining more returns for the company and shareholders, and there is no damage to the interests of the company and minority shareholders. Therefore, we unanimously agree to the implementation of the motion.
13、 Independent opinions on 2021 annual performance appraisal and salary of senior managers
After verification, we believe that the formulation and decision-making procedures for the performance appraisal and salary scheme of senior managers in 2021 comply with the provisions of the company law, the securities law and other relevant laws and regulations as well as the articles of association. The salary standard is determined on the basis of performance appraisal, the voting procedure of the board of directors is legal, and there is no situation that damages the interests of listed companies and shareholders. Therefore, we unanimously agree to the motion.
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There is no text on this page, which is the signature page of Hc Semitek Corporation(300323) independent director’s independent opinions on matters related to the 12th meeting of the 5th board of directors I) signature of independent director: Lin Jintang
April 11, 2022 (there is no text on this page, which is the signature page 2 of Hc Semitek Corporation(300323) independent directors’ independent opinions on matters related to the 12th meeting of the Fifth Board of directors). Signature of independent director: Zhong Ruiqing
April 11, 2022 (there is no text on this page, which is the signature page 3 of Hc Semitek Corporation(300323) independent director’s independent opinions on matters related to the 12th meeting of the Fifth Board of directors) signature of independent director: Qi Weihong
April 11, 2022
