Sunwoda Electronic Co.Ltd(300207) independent directors
Independent opinions on relevant matters of the 30th meeting of the 5th board of directors
As an independent director of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “the company”), 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, the guiding opinions on establishing an independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) (hereinafter referred to as “the Listing Rules”) The requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “self regulatory guidelines No. 2”), as well as Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as “articles of Association”) and Sunwoda Electronic Co.Ltd(300207) independent director working system, Express the following independent opinions on the relevant matters of the 30th meeting of the Fifth Board of directors of the company: I. independent opinions on the external guarantee of the company and the occupation of funds by related parties in 2021
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the guiding opinions on the establishment of independent director system by listed companies and the articles of association of the company and other relevant provisions of the CSRC, we have carefully and responsibly verified the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2021. We hereby express our independent opinions as follows:
1. The company can earnestly implement relevant regulations and strictly control the risk of external guarantee and the risk of funds occupied by related parties.
2. During the reporting period, the company did not occupy the company’s funds by controlling shareholders, actual controllers and other related parties. The company also does not have the controlling shareholders, actual controllers and their related parties occupying the company’s funds that occurred in previous years and accumulated to December 31, 2021.
3. During the reporting period, the content and decision-making procedures of the guarantee provided by the company for subsidiaries such as Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd. and Sunwoda Electronic Co.Ltd(300207) Huizhou new energy Co., Ltd. comply with the requirements of relevant laws and regulations such as self regulatory guidelines No. 2 and listing rules. The guarantee for subsidiaries in 2021 will not have an adverse impact on the normal operation and business development of the company and will not infringe the interests of minority shareholders.
2、 Independent opinions on the company’s profit distribution plan in 2021
We believe that the profit distribution plan of the board of directors for 2021 complies with the provisions of relevant laws and regulations and the articles of association, conforms to the current actual situation of the company, is conducive to the formation of a good investment relationship between the listed company and shareholders, and is conducive to the long-term and stable development of the company. We agree with the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the provision for asset impairment in 2021
After deliberation, the independent directors agreed that the company’s provision for asset impairment this time complies with the principle of prudence, the standard and basis of provision are reasonable and sufficient, comply with the provisions of relevant accounting standards and accounting systems, and the internal decision-making procedures are legal and compliant; After the provision for asset impairment is withdrawn this time, the company’s financial information can more objectively and fairly reflect the company’s asset status, which is helpful to provide investors with more authentic, reliable and accurate accounting information; The provision for asset impairment this time does not harm the interests of the company and all shareholders, especially minority shareholders. We unanimously agree on the provision for asset impairment this time.
4、 Independent opinions on the company’s self evaluation report on internal control in 2021
We believe that the company has established a relatively perfect internal control system and can be effectively implemented, which meets the actual needs of the current company’s production and operation, and can ensure the full implementation and full realization of the company’s development strategy and business objectives. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. We agree to the 2021 annual internal control self evaluation report prepared by the board of directors.
5、 Independent opinions on the company’s special report on the deposit and use of raised funds in 2021
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 deposit and use of the raised funds of listed companies. The company’s management of the raised funds follows the principles of special account deposit, standardized use, truthful disclosure and strict management. There is no situation of changing the investment direction of the raised funds in a disguised manner, damaging the interests of shareholders and violating the relevant provisions.
6、 Independent opinions on providing guarantee for subsidiaries
The guaranteed party Zhejiang Sunwoda Electronic Co.Ltd(300207) Electronics Co., Ltd. (hereinafter referred to as “Zhejiang Sunwoda Electronic Co.Ltd(300207) ” or “subsidiary”) needs to apply to banks and other financial institutions for a comprehensive credit line of no more than RMB 1 billion for a period of no more than 3 years, which is used for long-term and short-term working capital loans, bank acceptance bills, trade financing, letter of guarantee, letter of credit, financial leasing and other businesses; Due to the needs of investment in infrastructure, equipment and other projects, Zhejiang Sunwoda Electronic Co.Ltd(300207) needs to apply to banks, financial leasing companies and other institutions for a financing limit of no more than 500 million yuan, with a term of no more than 10 years. The company provides full joint and several liability guarantee for the comprehensive credit line and project financing line applied by Zhejiang Sunwoda Electronic Co.Ltd(300207) and Zhejiang Sunwoda Electronic Co.Ltd(300207) provides counter guarantee for Sunwoda Electronic Co.Ltd(300207) at the same time. The guaranteed subsidiary has normal business activities, good credit status and solvency. The company provides full joint and several liability guarantee for the subsidiary, and the risk is controllable.
Sunwoda Electronic Co.Ltd(300207) can effectively control and prevent risks. The guarantee contents and decision-making procedures comply with the listing rules, self regulatory guidelines No. 2 and other relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and shareholders. Therefore, we agree that Sunwoda Electronic Co.Ltd(300207) provides guarantee for the subsidiary’s application for credit line from banks and other financial institutions.
7、 Independent opinions on the company’s special report on Securities and derivatives investment in 2021
According to the relevant regulations of Shenzhen Stock Exchange, we have carefully checked the company’s investment in Securities and derivatives in 2021. It is verified that the company did not make securities investment in 2021 and only carried out foreign exchange hedging business. We believe that the company’s funds for foreign exchange hedging business come from the company’s own funds and funds raised by the company in other ways permitted by laws and regulations, which has not affected 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.
8、 Prior approval and independent opinions on the renewal of the accounting firm in 2022
1. Prior approval opinions of independent directors
After verification, ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “ShineWing”) is in good faith, has the qualification to engage in securities related business audit, has sufficient independence, professional competence and investor protection ability, and can provide true and fair audit services for the company and meet the needs of the company’s 2022 financial report audit.
During his tenure as the company’s accounting firm, ShineWing followed the independent auditing standards for Chinese certified public accountants, diligently and responsibly, and fairly and reasonably expressed independent opinions. Therefore, we unanimously agree to submit the proposal to the 30th meeting of the 5th board of directors of the company for deliberation.
2. Independent opinions of independent directors
ShineWing has good integrity, independence, professional competence and investor protection ability, and can meet the needs of the company’s annual audit. ShineWing adheres to the principle of independent audit during its practice, which can objectively, fairly and fairly reflect the financial situation of the company, and earnestly perform the responsibilities of the audit institution, which is conducive to improving the quality of audit work of listed companies and protecting the interests of listed companies and other shareholders, especially the interests of small and medium-sized shareholders. Therefore, we agreed to hire ShineWing as the company’s audit institution in 2022 and agreed to submit the proposal to the general meeting of shareholders for deliberation.
9、 Prior approval and independent opinions on the prediction of the company’s new daily connected transactions in 2022
1. Prior approval opinions of independent directors
Before the 30th meeting of the 5th board of directors of the company, we reviewed the relevant proposal materials and issued the following prior approval opinions: After reviewing the proposal on the prediction of new daily connected transactions in 2022 submitted by the company and asking the relevant personnel of the company about the connected transactions, we believe that the above connected transactions are necessary for the daily production and operation of the company, and the transaction price shall be determined by both parties through negotiation according to the market price, There is no obvious unfairness and damage to the interests of the company and its shareholders, which is in line with the provisions of relevant laws and regulations and the articles of association, the interests of the company and all shareholders, and does not damage the interests of minority shareholders of the company. Therefore, it is unanimously agreed to submit this proposal to the 30th meeting of the Fifth Board of directors of the company for deliberation.
2. Independent opinions of independent directors
The independent directors of the company expressed independent opinions on the prediction of the company’s new daily connected transactions in 2022, and believed that:
(1) The related party transactions in the proposal belong to the daily related party transactions of the company and are in line with the development and daily operation of the company; (2) The pricing of related party transactions in the proposal follows the principle of market fairness, and there is no damage to the interests of shareholders, especially minority shareholders and the company;
(3) When the board of directors of the company deliberated this proposal, the related directors avoided voting, and their voting procedures complied with the provisions of relevant laws and regulations;
(4) The independent directors unanimously agreed on the expected matters of new daily connected transactions in 2022.
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(this page is the signature page of Sunwoda Electronic Co.Ltd(300207) independent directors’ independent opinions on relevant matters of the 30th meeting of the 5th board of directors) signatures of all independent directors:
Zhang Jianjun, Yu Qun, Liu Zhengbing
specific date
