Quectel Wireless Solutions Co.Ltd(603236)
Special instructions and independent opinions of independent directors on the company’s external guarantees according to the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the relevant provisions of the articles of association, as an independent director of Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as the “company”), we have carefully verified the company’s external guarantees as of December 31, 2021 based on the principle of objectivity and independence, On the basis of listening to the opinions of the board of directors, the board of supervisors and senior executives of the company, the company made the following special instructions and independent opinions on the accumulated and current external guarantees and illegal guarantees of the company:
The company has held the 25th meeting of the second board of directors and the 2020 annual general meeting of shareholders on April 19, 2021 and May 14, 2021 respectively, deliberated and approved the proposal on the company’s provision of external guarantee for subsidiaries in 2021, and agreed that the company is expected to provide a total guarantee of no more than (including) RMB 1.8 billion to wholly-owned subsidiaries in 2021, The term is from the date of deliberation and approval at the 2020 annual general meeting to the date of convening the 2021 annual general meeting.
As of December 31, 2021, the company provided a guarantee of RMB 0 billion for Hefei Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., a wholly-owned subsidiary, and RMB 400 million for Changzhou Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd., a wholly-owned subsidiary, all within the mutual insurance limit approved by the general meeting of shareholders of the company without overdue guarantee. In addition, the company and its subsidiaries have no other external guarantees and overdue guarantees.
We believe that the company’s guarantee for its subsidiaries is in strict accordance with the company law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, implements the relevant decision-making procedures of external guarantee, performs the obligation of information disclosure of external guarantee, and fully reveals the risk of external guarantee without violation and overdue guarantee.
As an independent director, we will continue to urge the board of directors and the management to standardize the company’s guarantee behavior in strict accordance with relevant regulations, and timely and fully disclose the external guarantee information. At the same time, we also require the company to continue to strictly control the proportion of external guarantee within the scope and amount approved by the general meeting of shareholders and the board of directors in accordance with laws and regulations and the company’s internal control system, perform the internal approval procedures of external guarantee, track and monitor the operation of the guaranteed enterprises in real time, and strengthen the risk control of external guarantee.
(there is no text on this page, which is the signature page of the Quectel Wireless Solutions Co.Ltd(603236) independent director’s special instructions and independent opinions on the company’s external guarantee) signature of the independent director:
J Lu Zhan
Yu Chunbo
On April 15, 2022 (there is no text on this page, which is the signature page of Quectel Wireless Solutions Co.Ltd(603236) independent director’s special instructions and independent opinions on the company’s external guarantee):
April 15, 2022
