Quectel Wireless Solutions Co.Ltd(603236)
Independent opinions of independent directors on matters related to the sixth meeting of the third board of directors
In accordance with the relevant rules and regulations such as the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the articles of association and the working system of independent directors, as independent directors of the company, we have carefully read the materials of the sixth meeting of the third board of directors of the company and carefully analyzed the materials provided by the company. Now we express the following independent opinions on relevant matters: 1 Independent opinions on the proposal of the company’s profit distribution and capital reserve converted into share capital in 2021
The company’s 2021 profit distribution and capital reserve conversion to share capital scheme comply with the company law, the articles of association and other relevant provisions, and fully consider the company’s 2021 profit status, future development capital demand, shareholders’ investment return and other comprehensive factors, which is in line with the interests of the company and all shareholders. Agree to the profit distribution and capital reserve conversion to share capital plan, and agree to submit it to the general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the company’s 2022 directors’ remuneration plan
The company’s directors’ remuneration in 2022 is determined in strict accordance with the relevant systems of the company and in line with the provisions of relevant laws, regulations and the articles of association. The remuneration scheme is formulated according to the remuneration level of the company’s industry and in combination with the actual operation of the company, without damaging the interests of the company and shareholders. We agree to this remuneration plan and agree to submit it to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
The remuneration of the company’s senior management in 2022 is determined in strict accordance with the company’s relevant systems, in line with the provisions of relevant laws, regulations and the articles of association. The remuneration scheme is formulated based on the remuneration level of the company’s industry and in combination with the company’s actual business conditions, without any damage to the interests of the company and shareholders. We agree to this compensation plan.
4、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021 1 1. During the reporting period, the company managed the special account of raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the company’s measures for the administration of the use of raised funds, The use of the company’s raised funds shall be carried out in accordance with the company’s commitments, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of investors.
2. The company’s special report on the deposit and use of raised funds in 2021 truthfully reflects the deposit and actual use of raised funds in 2021. 5、 Independent opinions on the prediction of the company’s external guarantee for its subsidiaries in 2022
The company’s guarantee forecast for subsidiaries takes into account the production, operation and capital needs of the company and its subsidiaries, conforms to the company’s actual operation and overall development strategy, and the guarantee risk is within the company’s control. The guarantee involved in the proposal complies with the provisions of relevant laws and regulations, the voting procedure is legal, and there is no situation damaging the interests of the company and its shareholders. Therefore, we agree to this proposal and submit it to the general meeting of shareholders of the company for deliberation. 6、 Independent opinions on the proposal of the company to renew the appointment of accounting firms
Lixin Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution in 2021, he strictly followed the “independent auditing standards for Chinese certified public accountants” and other laws, regulations and relevant policies related to financial audit, performed his duties diligently, and issued audit opinions fairly and reasonably in accordance with the independent, objective and fair practice standards. The audit report issued can fairly and truly reflect the company’s financial status and operating results, Therefore, we agree to continue to employ Lixin Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022.
(there is no text on this page, which is the signature page of the independent opinions of Quectel Wireless Solutions Co.Ltd(603236) independent directors on matters related to the sixth meeting of the third board of directors)
(there is no text on this page, which is the signature page of Quectel Wireless Solutions Co.Ltd(603236) independent director’s independent opinions on matters related to the sixth meeting of the third board of directors) signature of independent director:
J Lu Zhan
Yu Chunbo
