Leyard Optoelectronic Co.Ltd(300296) independent director
On matters related to the 35th meeting of the Fourth Board of directors of the company
separate opinion
As an independent director of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as the “company”) in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”) and the Leyard Optoelectronic Co.Ltd(300296) independent director working system and other relevant provisions, Based on the completely independent, serious and prudent position, in the attitude of being responsible to the company and all shareholders, and on the basis of carefully reading and reviewing relevant materials, we checked the relevant situation of the proposal considered at the 35th meeting of the Fourth Board of directors, and issued independent opinions as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
The company plans to take the total share capital (excluding repurchased shares) on the equity registration date when the annual equity distribution plan in 2021 will be implemented in the future as the base, distribute cash dividends of RMB 0.5 (including tax) to all shareholders for every 10 shares, do not give bonus shares, nor transfer capital reserve into share capital, and the remaining undistributed profits will be carried forward to the next year. If the company’s total share capital of 2527382397 shares after deducting the repurchased shares in the repurchase account as of March 31, 2022 is taken as the base for calculation (total share capital of 2542901478 shares and repurchased shares of 15519081 shares), the total cash dividend is expected to be 12636911985 yuan.
If, during the implementation of the profit distribution plan, the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase and other reasons, the total distribution calculated according to the latest total share capital of the company will be disclosed in the profit distribution implementation announcement of the company in accordance with the principle of unchanged cash dividend proportion.
After review, we believe that the company’s profit distribution plan for 2021 matches the growth of the company’s performance, does not violate the relevant provisions of the company law and the articles of association, does not damage the interests of the company’s shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company.
We agree with the contents of the plan and agree to submit the plan to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
After reviewing the special report on the deposit and actual use of raised funds in 2021 provided by the company and asking relevant business personnel, internal auditors and senior managers of the company, we believe that:
The special report on the deposit and actual use of raised funds in 2021 prepared by the company is true, accurate and complete without false records, misleading statements and major omissions; The assurance report on the special report on the deposit and use of raised funds in 2021 issued by Lixin Certified Public Accountants (special general partnership) complies with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and truthfully reflects the actual deposit and use of raised funds in 2021, There are no irregularities in the deposit and use of raised funds.
3、 Independent opinion on self evaluation report on internal control in 2021
As an independent director of the company, we have carefully reviewed the company’s self-evaluation report on internal control in 2021 in accordance with the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and the company’s independent director system. We believe that:
The company has established a relatively standardized corporate governance structure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism. The company has established a relatively perfect internal control system. All internal control systems comply with relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies and meet the business needs of the company’s continuous development. The internal control system is effectively implemented and the company’s operation is standardized and healthy.
The company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. We agree with the contents of the report.
4、 Independent opinions on the remuneration scheme of directors and senior managers of the company in 2022
After reviewing the proposal on the remuneration scheme of the company’s directors, supervisors and senior managers in 2022 provided by the company, we believe that the remuneration of the company’s directors and senior managers complies with relevant laws and regulations and the articles of association. We agree with the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
The independent directors expressed their opinions on the avoidance of the remuneration scheme of the independent directors in this matter.
5、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
According to the business cooperation and the needs of the company’s business development, the total amount of related party transactions between the company and its holding company and the related party Lijing microelectronics technology (Jiangsu) Co., Ltd. in 2022 is expected to be RMB 41000442 million.
The company’s estimate of the amount of daily connected transactions in 2022 is in line with the actual situation of the business development of both parties. There is no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders, which will not affect the independence of the company or the sustainable operation ability of the company, which is in line with the long-term development plan of the company.
We agree to the prediction of related party transactions in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the company’s application for credit from the bank and the related party providing guarantee for the company and related party transactions
Due to the need of business turnover, the company plans to apply to China Agricultural Bank Of China Limited(601288) Beijing Pilot Free Trade Zone Branch (hereinafter referred to as Agricultural Bank Of China Limited(601288) ) for a comprehensive credit line of RMB 200 million with a term of one year. The specific business types are subject to the final approval of Agricultural Bank Of China Limited(601288) and the actual controller Mr. Li Jun and his spouse Ms. Yang Yani provide unlimited joint and several liability guarantee. The aforesaid guarantee is exempted from the charge of guarantee fee.
As Mr. Li Jun is the controlling shareholder, actual controller, chairman and general manager of the company, and Ms. Yang Yani is the spouse of Mr. Li Jun, Mr. Li Jun and Ms. Yang Yani are related parties of the company according to the Listing Rules of Shenzhen Stock Exchange gem. Therefore, the above joint and several liability guarantee matters constitute related party transactions.
Mr. Li Jun, the controlling shareholder and actual controller of the company, and Ms. Yang Yani, his spouse, provide guarantee for the company to apply for comprehensive credit from the bank. It is a normal guarantee behavior, which is conducive to the development and long-term interests of the company. The connected transaction company is a pure beneficiary and there is no transfer of interests, which is in line with the interests of the company and all shareholders and will not damage the interests of minority shareholders.
When the board of directors considered the above related guarantee, the related directors avoided voting, and the voting procedures of the meeting were in line with the provisions of relevant laws and regulations and the articles of association. We agree on this related party guarantee.
7、 Independent opinions on the postponement of the raised capital investment project “LED application industry south headquarters project”
Under the condition that the implementation subject, purpose, total investment and construction scale of the raised investment project remain unchanged, combined with the actual construction situation and investment progress of the current project, the company plans to adjust the date when the “LED application industry south headquarters project” reaches the scheduled usable state from the end of January 2022 to December 31, 2022.
The postponement of the company’s raised investment project “LED application industry south headquarters project” is made according to the actual implementation of the project and the overall schedule. The implementation subject, purpose, total investment and construction scale of the project have not been changed, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders of the company. The approval procedures of the board of directors of the company for the extension of the investment project with raised funds comply with the provisions of relevant laws, regulations and normative documents, and the procedures are legal and effective.
Therefore, we unanimously agree that the company will postpone the “LED application industry south headquarters project” and agree to submit the matter to the bondholders’ meeting for deliberation.
8、 Independent opinions on capital occupation and external guarantee of related parties of the company in 2021
In accordance with the requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the articles of association, the company’s independent director system and other relevant provisions of the CSRC, as an independent director of the company, we are responsible for the occupation of the company’s funds by the controlling shareholders and other related parties in accordance with the principles of objectivity, fairness and impartiality The company has carefully understood and inspected the external guarantee and issued independent opinions as follows:
1. With regard to the capital transactions between the company and related parties, there was no illegal occupation or disguised occupation of the company’s funds by the controlling shareholders and their related parties during the reporting period.
2. With regard to the company’s external guarantee, during the reporting period, the company did not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals in violation of regulations, nor did it delay the guarantee, involve the guarantee of litigation, or bear losses due to the judgment of losing the guarantee. During the reporting period, the new external guarantees of the company and its subsidiaries are as follows:
(1) The company provides affiliated guarantee for the joint venture
The related party of the company, Lijing microelectronics technology (Jiangsu) Co., Ltd. (hereinafter referred to as “Lijing”) applied to Bank Of Jiangsu Co.Ltd(600919) Wuxi Hedong sub branch for a loan with a total credit line of 140 million yuan. The company provided a joint and several liability guarantee of 70 million yuan for the above loan, and Lijing provided counter guarantee for the joint and several liability guarantee of its equipment to the company. The aforesaid connected guarantee has been deliberated and approved at the 20th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors of the company. The independent directors have expressed independent opinions on the connected guarantee, and the sponsor has issued verification opinions on the connected guarantee. The decision-making procedures of the aforesaid connected guarantee comply with the provisions of relevant laws and regulations.
(2) Guarantee provided by the company and its subsidiaries
Shenzhen Leyard Optoelectronic Co.Ltd(300296) optoelectronics Co., Ltd. (hereinafter referred to as “Shenzhen Leyard Optoelectronic Co.Ltd(300296) “), a wholly-owned subsidiary of the company, applied to Shenzhen hi tech investment microfinance Co., Ltd. for financing with a term of no more than 3 years and an amount of no more than 50 million yuan in order to broaden financing channels and reduce financing costs by pledging three patents entitled to be disposed under its name. Shenzhen hi tech investment and Financing Guarantee Co., Ltd. (hereinafter referred to as “hi tech investment and financing guarantee company”) provides irrevocable joint and several liability guarantee for the principal and interest repayment obligations of the above financing business; In order to enhance the debt repayment guarantee of the above financing, the company provides joint and several liability guarantee for the above financing business and provides corresponding counter guarantee to Gaoxin Investment Guarantee Company. The aforesaid guarantee has been deliberated and approved at the 28th meeting of the Fourth Board of directors of the company. The independent directors have expressed independent opinions on the guarantee, and the sponsor has issued verification opinions on the guarantee. The decision-making procedures of the aforesaid guarantee comply with the provisions of relevant laws and regulations.
In addition to the above guarantees, other external guarantees added by the company during the reporting period are guarantees for subsidiaries within the scope of consolidated statements, which have been reviewed and approved by the board of directors of the company, and the decision-making procedures comply with the provisions of relevant laws and regulations. The relevant subsidiaries are in good financial condition with stable business development. The company can effectively control relevant risks, will not bring significant financial risks to the company, and will not damage the interests of the company and shareholders.
Independent directors: Wang Jinyong, ye Jinfu
April 14, 2022
