Sunshine Global Circuits Co.Ltd(300739)
Independent directors’ opinions on the third meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the Sunshine Global Circuits Co.Ltd(300739) articles of association, the Sunshine Global Circuits Co.Ltd(300739) working system for independent directors and other relevant laws and regulations as well as the company’s rules and regulations, as an independent director of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as the “company”), in a practical and realistic manner, We express independent opinions on the company’s 2021 annual report and relevant matters considered at the third meeting of the third board of directors as follows:
1、 Special instructions and independent opinions on the occupation of non operating funds and other related capital transactions of the company and the external guarantee of the company
In accordance with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the articles of association, as an independent director of the company, we checked the occupation of non operating funds and other related capital transactions of the company in 2021, the company’s accumulated and current external guarantees, Based on objective and independent judgment, we hereby express the following opinions:
1. After verification: during the reporting period, the company did not have any illegal occupation of the company’s funds by controlling shareholders and other related parties, nor did it have any illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021. The capital transactions between the company and its controlling shareholders and other related parties can strictly comply with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and there is no violation of relevant laws, regulations and provisions.
2. During the reporting period, the company’s external guarantees were provided by subsidiaries within the scope of consolidated statements applying for financing from financial institutions, and the corresponding approval procedures were performed. The company does not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals; There are no illegal external guarantees accumulated from previous years to December 31, 2021.
2、 Independent opinions on the company’s profit distribution plan in 2021
We have carefully reviewed the relevant materials of the company’s profit distribution plan for 2021. According to the company’s 2021 annual audit report and financial statements (xksbz [2022] No. zi10150) issued by Lixin Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 is 7636419897 yuan. According to the relevant provisions of the company law and the articles of association, the company withdraws the statutory surplus reserve of RMB 763641990 according to 10% of the net profit of the parent company, and the actual distributable profit of the company in 2021 is RMB 16244868836.
The company’s profit distribution in 2021 adopts the method of cash dividend. It plans to distribute a cash dividend of 2.7 yuan (including tax) for every 10 shares to the shareholders registered on the equity distribution registration date, without giving bonus shares or converting capital reserve into share capital. Based on the existing total share capital of 294758195 shares, the total cash dividend to be distributed is 7958471265 yuan (including tax).
If the share capital of the company changes due to the repurchase and cancellation of restricted shares of equity incentive and the conversion of convertible bonds into shares between the announcement date of the plan and the equity registration date of the profit distribution plan, the total amount of distribution shall be adjusted accordingly based on the total share capital on the equity registration date of the profit distribution plan in the future.
We believe that the distribution plan comprehensively considers the company’s profit level, operation status and future development and other factors, conforms to the company’s actual operation and future development needs, complies with the provisions of the articles of association, and does not violate laws, regulations or damage the company’s future development and the interests of shareholders, especially small and medium-sized shareholders. We unanimously agree to the company’s profit distribution plan for 2021 and agree to submit this proposal to the company’s general meeting of shareholders for deliberation.
3、 Independent opinion on self evaluation report on internal control in 2021
After review, we believe that the company’s current internal control system and system can meet the requirements of the company’s operation and management and the needs of the company’s development, better ensure the authenticity, legitimacy and integrity of the company’s accounting data, ensure the safety and integrity of the company’s assets, and provide effective guarantee for the healthy operation of the company’s business activities and the implementation of relevant national laws and regulations and the company’s internal rules and regulations. The company’s internal control system has strict, sufficient and effective internal control over related party transactions, external guarantees, foreign investment and other matters, which ensures the normal operation of the company’s operation and management and conforms to the actual situation of the company.
4、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
After verification, we believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, comply with the relevant provisions of the measures for the administration of the use of raised funds of companies, and there is no illegal use of raised funds, no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders; The company’s special report on the deposit and actual use of raised funds in 2021 is true, accurate and complete without false records, misleading statements and major omissions. We agree with the special report on the deposit and actual use of raised funds in 2021 prepared by the board of directors of the company.
5、 Independent opinions on the renewal of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022
Upon examination, Lixin is qualified for securities practice and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution, he was diligent and conscientious, adhered to the independent, objective and fair audit standards, fairly and reasonably expressed audit opinions, and efficiently completed the company’s audit work. We believe that the continued employment of Lixin as the company’s audit institution in 2022 is in line with the relevant provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. We unanimously agreed to renew the appointment of Lixin as the company’s audit institution in 2022, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the remuneration plan of the company’s directors and senior managers in 2022
After review, we believe that the remuneration plan for directors and senior managers proposed by the company in 2022 complies with the provisions of the company law and the articles of association, and is consistent with the current operation and management status of the company. It is conducive to strengthening the diligence of directors and senior managers of the company and better serving the company, without damaging the interests of the company and shareholders.
We unanimously agree on the remuneration plan for the directors and senior managers of the company in 2022 and agree to submit it to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and summary
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The draft of the stock incentive plan (2022) and its compliance with relevant laws and regulations.
3. The incentive objects of the company’s restricted stock incentive plan in 2022 have the qualifications specified in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the management measures, the articles of association and other laws, regulations and normative documents. The determined incentive objects are the company’s directors, senior managers, middle managers and core backbone personnel (excluding independent directors and supervisors).
The incentive object does not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
All the listed personnel meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2022. Their subject qualification as incentive objects of the company’s restricted stock incentive plan in 2022 is legal and effective.
4. The content of the company’s restricted stock incentive plan (Draft) in 2022 complies with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents; The granting arrangements and the lifting of restrictions on sales (including the granting amount, the granting date, the granting conditions, the granting price, the restriction period, the lifting of the restriction period, the lifting of the restriction conditions and other matters) for each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and core backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
7. The related directors have avoided voting in accordance with the company law, the securities law, the administrative measures and other laws and regulations, departmental rules and normative documents, as well as the relevant provisions in the articles of association, and the relevant proposals are reviewed by the non related directors.
To sum up, we agree that the company will implement this equity incentive plan.
8、 Independent opinions on the scientificity and rationality of the indicators set in the company’s restricted stock incentive plan in 2022
According to relevant laws and regulations and the basic provisions of the articles of association, the assessment indicators of the restricted stock incentive plan set in the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 are divided into two levels: the assessment at the company level and the performance assessment at the individual level.
The company level performance assessment net profit index, which is an important index reflecting the company’s operating conditions and the growth of market value. In order to further increase the company’s attraction to talents in the industry, play a positive role in promoting the construction of the company’s core team, fully mobilize the initiative and creativity of the company’s core managers and key employees, improve the company’s competitiveness, ensure that the company can maintain relatively sustained and stable growth, achieve the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders, After comprehensively considering the current macroeconomic environment, the company’s historical performance, industry development status and the company’s future development plan and other relevant factors, after reasonable prediction and taking into account the incentive role of the plan, the company has set the performance evaluation objectives of the company’s net profit of no less than 180 million yuan, 260 million yuan and 320 million yuan respectively from 2022 to 2024 for the restricted stock incentive plan, and set the evaluation mode of step-by-step lifting of restrictions accordingly, Realize the dynamic adjustment of the performance growth level and the proportion of equity lifting restrictions, and ensure the expected incentive effect while reflecting the requirements of high growth and profitability. Therefore, the setting of this index is reasonable and scientific.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the performance evaluation results of the incentive object in the previous year.
To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the assessment index setting is scientific and reasonable, and has a binding effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
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There is no text on this page, which is the signature page of the independent opinions of Sunshine Global Circuits Co.Ltd(300739) independent directors on matters related to the third meeting of the third board of directors. Signature of independent director:
Wei Wei, Huang Zhidong, Li JUANJUAN
April 21, 2022
