Suzhou Huaya Intelligence Technology Co.Ltd(003043) independent director
Independent opinions on matters related to the 12th meeting of the second board of directors
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as "the company") held the 12th meeting of the second board of directors on April 18, 2022. As an independent director of the company, we carefully read the relevant meeting materials, In accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and other relevant laws, regulations, rules and regulations, based on the principle of being responsible to the company and all shareholders of the company, seeking truth from facts From the standpoint of independent judgment, we have carefully verified the following matters with a scientific and rigorous working attitude. Now we express the following independent opinions on the relevant matters considered at the 12th meeting of the second board of directors of the company:
1、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties
After verification, the company does not provide guarantee for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties, any legal person, unincorporated unit or individual other than the company and the company's holding subsidiaries.
2、 Special description and independent opinions on the external guarantee of the company
After verification, the company does not provide guarantees for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties, any unincorporated units or individuals.
3、 Independent opinions on 2021 profit distribution and capital reserve conversion plan
We believe that this profit distribution plan and the plan for converting capital reserve into share capital comply with laws, regulations, the articles of association and other relevant provisions, comply with the company's development strategy and actual business conditions, and are conducive to the sustainable and stable development of the company. There is no harm to the interests of the company and all shareholders, especially minority shareholders. We agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the annual deposit and use of raised funds in 2021
After verification, the preparation of the company's announcement on the annual storage and use of raised funds in 2021 complies with the provisions of relevant laws and regulations, and truly and objectively reflects the storage and use of the company's raised funds in 2021. The storage and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there are no violations in the storage and use of raised funds. We agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinion on internal control evaluation report in 2021
After verification, the company has established a relatively perfect corporate governance structure and sound internal control system, which meets the requirements of relevant national laws and regulations and relevant normative documents of securities regulatory authorities, and conforms to the actual situation of the company. The company's internal control system and system can meet the requirements of the company's management and the needs of the company's development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company's business activities and the implementation of relevant national laws, regulations and rules. We believe that the internal control evaluation report of the company in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system, does not damage the interests of the company and minority shareholders, and is in line with the overall interests of the company. We agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on using idle raised funds for cash management
After careful review, we believe that the company's decision-making procedures for using idle raised funds for cash management this time comply with the relevant provisions of the articles of association, the stock listing rules of Shenzhen Stock Exchange and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The company uses idle raised funds for cash management on the premise of ensuring normal operation and fund safety, Under the premise of controllable risk, it can effectively improve the use efficiency of idle raised funds and self owned funds, increase the investment income of the company, and will not have an adverse impact on the normal production and operation of the company, affect the construction of investment projects and the use of raised funds. There is no situation of changing the purpose of raised funds in a disguised manner, and damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making and approval procedures of this matter comply with relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association. Therefore, we agree that the company uses no more than 300 million yuan of idle raised funds for cash management.
7、 Independent opinions on using idle self owned funds for cash management
Under the premise of reviewing the articles of association, we believe that the idle cash of the company can be used safely and effectively under the premise of the safe use of the company's own funds and the provisions of the articles of association, and we can ensure the safe use of the company's own funds before the listing, Increasing the investment income of the company will not have an adverse impact on the normal production and operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making and approval procedures of this matter comply with relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association. Therefore, we agree that the company uses no more than 200 million yuan of idle self owned funds for cash management.
8、 With regard to the independent opinions on the 2022 salary (allowance) plan of the company's directors and senior managers, we believe that the 2021 salary implementation and 2022 salary plan of the company's directors and senior managers fully consider the salary level of the company's industry and region, the company's operating performance and the responsibilities of directors and senior managers, and give better consideration to the incentive and restraint mechanism, It is conducive to urging directors and senior managers to be diligent and improve their work performance, so as to further improve the operating efficiency of the company and promote the sustainable and stable development of the company. The formulation and implementation procedures of the remuneration scheme for directors and senior managers of the company comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. To sum up, we agree to the matters concerning the remuneration of the company's directors and senior managers in 2022 and agree to submit relevant proposals to the company's 2021 annual general meeting for deliberation.
9、 Independent opinions on the remuneration plan of the company's supervisors in 2022
We believe that the implementation of the remuneration of the company's supervisors in 2021 and the remuneration plan in 2022 fully consider the remuneration level of the company's industry and region, the company's business performance and the responsibilities of the supervisors, and give better consideration to the incentive and restraint mechanism, which is conducive to urging the supervisors to be diligent and improve their work performance, so as to further improve the company's operating efficiency and promote the sustainable and stable development of the company. The formulation and implementation procedures of the company's supervisors' remuneration plan comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders.
To sum up, we agree to the matters concerning the remuneration of the company's supervisors in 2022 and agree to submit relevant proposals to the company's 2021 annual general meeting for deliberation.
10、 Independent opinions on shareholder return planning for the next three years (20222024)
The shareholder return plan for the next three years (20222024) formulated by the company comprehensively considers the actual operation and development, development stage, cash flow status and capital demand of the company, and pays attention to the long-term and sustainable development of the company; Paying attention to giving investors a reasonable return on investment and emphasizing cash dividends has maintained the continuity and stability of the company's profit distribution policy, which is conducive to enhancing the transparency of the company's profit distribution and facilitating investors to form a stable return expectation, which is in line with the provisions of relevant laws and regulations, normative documents and the articles of association, and there is no damage to the interests of the company and minority shareholders.
We agree to the proposal on shareholder return planning for the next three years (20222024) and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the report on the use of the company's previously raised funds
The report on the use of previously raised funds prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The company's management of the previously raised funds follows the principles of special account deposit, standardized use, truthful disclosure and strict management, complies with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of relevant provisions such as changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
We agree to the proposal on the report on the use of the company's previously raised funds and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the proposal related to the company's public offering of convertible corporate bonds
1. The company's public issuance of convertible corporate bonds complies with the provisions on public issuance of convertible corporate bonds in the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and other normative documents, and the company has the conditions for public issuance of convertible corporate bonds;
2. The scheme of the company's public issuance of convertible corporate bonds is reasonable, in line with the provisions of relevant laws, regulations, rules and other normative documents on the public issuance of convertible corporate bonds, which is conducive to the expansion of the company's main business, the enhancement of the company's core competitiveness, the improvement of the company's sustainable profitability, and in line with the company's long-term development objectives and the interests of all shareholders;
3. The contents of the company's plan for this public offering of convertible corporate bonds are true, accurate and complete, without false records, misleading statements or major omissions, which is in line with the company's long-term development goals and the interests of all shareholders;
4. The feasibility analysis report on the use of the funds raised by the public issuance of convertible corporate bonds prepared by the company gives a full and detailed description of the basic situation of the project, the necessity of project construction, the content of project construction and other related matters, which is conducive to investors' comprehensive understanding of the investment direction of the funds raised by the public issuance of convertible corporate bonds. The investment project of the raised funds meets the national industrial policies and the development needs of the company, is closely related to the existing main business of the company, has good market prospects and economic effects, and is in line with the long-term interests of all shareholders. At the same time, the implementation of this raised investment project will further expand the company's business scale, optimize the company's product structure, improve the company's profitability, consolidate the company's competitive advantage, promote the company to be better and stronger, and provide guarantee for subsequent business development;
5. The rules of bondholders' meeting of convertible companies prepared by the company reasonably protect the interests of bondholders, take into account the interests of the company and all shareholders, and comply with the provisions of relevant laws and regulations;
6. The company's analysis of the impact of the public issuance of convertible corporate bonds on the dilution of immediate return, relevant filling measures and relevant commitments comply with the provisions of relevant laws, regulations and normative documents and the interests of all shareholders; The commitments made by the company's directors, senior managers, controlling shareholders and actual controllers on the diluted immediate return and filling measures of the company's public issuance of convertible corporate bonds comply with the provisions of relevant laws, regulations and normative documents, which is conducive to protecting the legitimate rights and interests of minority shareholders;
7. In order to ensure the efficient, orderly promotion and smooth implementation of the public issuance of convertible corporate bonds, the company submits to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to fully handle the relevant matters of the issuance, which complies with the provisions of relevant laws and regulations;
The board of directors formed an effective resolution, with legal procedures, in line with the requirements of relevant laws and regulations, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
To sum up, we unanimously agree to the proposal related to the public offering of convertible corporate bonds and agree to submit the relevant proposal to the general meeting of shareholders of the company for deliberation.
13、 Independent opinions on the report on the use of the company's previously raised funds
The report on the use of previously raised funds prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The company's management of the previously raised funds follows the principles of special account deposit, standardized use, truthful disclosure and strict management, complies with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of relevant provisions such as changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
We agree to the proposal on the report on the use of the company's previously raised funds and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the guarantee provided by the actual controller for the company and related party transactions
According to the relevant provisions of the company law, the rules for independent directors of listed companies, the articles of association and other laws and regulations, as independent directors of the company, we believe that the actual controller of the company provides guarantee for the company in order to better meet the needs of the company's operation and development, without charging any guarantee fees and providing counter guarantee, which is in line with the actual situation and the needs of operation and development, and is conducive to the company's production and operation, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. During the consideration of this matter, the related directors avoided voting, the procedure was legal, the basis was sufficient, and the relevant guarantee behavior met the requirements of relevant laws and regulations. We agree that the actual controller provides guarantee and related party transactions for the company, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 Independent opinions on Amending the articles of Association
The revised articles of association of the company does not violate the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and investors, especially the interests of minority shareholders. We agree to the relevant proposals on the amendment of the articles of association and agree to submit them to the general meeting of shareholders of the company for deliberation.
16、 Independent opinions on the company's avoidance of horizontal competition
From January 1, 2019 to the date of issuance of this independent opinion, the business of the company is independent of the controlling shareholder, actual controller and other enterprises controlled by the company, and there is no horizontal competition between the controlling shareholder, actual controller and other enterprises controlled by the company and the company. In order to safeguard the legitimate interests of the company and other shareholders of the company, the controlling shareholder, actual controller and Suzhou chunyuxin investment consulting service partnership (limited partnership) controlled by the company have issued a commitment to avoid horizontal competition and strictly fulfilled the relevant commitments. All measures taken by the company to avoid horizontal competition have been effectively implemented.
17、 Independent opinions on related party transactions of the company
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