Unittec Co.Ltd(000925) independent director
Independent opinions on matters related to the 10th meeting of the 8th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the working system of independent directors of Unittec Co.Ltd(000925) (hereinafter referred to as the “company”) and other relevant laws, regulations, rules and regulations, As an independent director of the company, he expressed the following opinions on the matters involved in the relevant proposals considered at the 10th meeting of the eighth board of directors: I. independent opinions on the company’s profit distribution plan for 2021
This cash dividend plan of the company balances the current capital demand and future development investment of the company, short-term cash dividend return and medium and long-term return of shareholders, reflects the reasonable return of the company to investors, takes into account the reasonable needs of the company’s operation and development, does not damage the interests of the company and small and medium-sized investors, and complies with the articles of association and relevant provisions of laws and regulations. 2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The content and form of the company’s 2021 annual internal control self evaluation report comply with the requirements of relevant laws, regulations and normative documents. It truly and accurately reflects the internal control status of the company, without false records, misleading statements or major omissions, and objectively evaluates the effectiveness of the company’s internal control.
At present, the company’s internal control system has covered all business links of the company, and all business activities of the company are carried out in strict accordance with the provisions of relevant systems. The company’s internal control over the management of subsidiaries, related party transactions, external guarantees, major investments, financial reports, information disclosure and other aspects is strict, sufficient and effective, which is in line with the actual situation of the company and can ensure the normal operation and management of the company.
After review, we believe that the overall evaluation of the company’s internal control in the 2021 internal control self evaluation report is comprehensive, objective and true. 3、 Independent opinions on the remuneration assessment of directors, supervisors and senior managers of the company in 2021
In 2021, the directors, supervisors and senior managers of the company received the basic annual salary and performance reward in accordance with the relevant systems and reward schemes approved by the general meeting of shareholders and the board of directors of the company. It was not found that they received other salaries beyond the provisions, and the approval procedure was legal. 4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
The company’s special report on the storage and use of raised funds in 2021 objectively and truly reflects the actual situation of the company’s storage and use of raised funds. The storage and use of the company’s raised funds comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, and there is no illegal storage and use of raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. 5、 Independent opinions on the achievement of exercise conditions in the third exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2019
The performance of the company in 2021 has reached the assessment target, and the individual performance assessment results of the 47 incentive objects granted stock options for the first time are “a”. According to the vesting conditions specified in the company’s 2019 stock options and restricted stock incentive plan (Draft), the company’s incentive plan grants stock options for the first time, and the performance assessment conditions at the company level that need to be met during the third exercise period The performance appraisal conditions at the individual level have been met, and neither the company nor the incentive object is prohibited from exercising the rights specified in the company’s 2019 stock option and restricted stock incentive plan (Draft). This exercise complies with the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan (Draft), and the incentive object meets the qualification conditions for exercise. Its subject qualification as the incentive object of this exercise is legal and effective, and there is no damage to the interests of the company and all shareholders. The decision-making procedures of the above proposals comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. 6、 Independent opinion on the achievement of the lifting of the restrictions in the third lifting period of the company’s stock option and restricted stock incentive plan for the first time granting restricted shares in 2019
The performance of the company in 2021 has reached the assessment target, and the individual performance assessment results of the 53 incentive objects granted restricted shares for the first time are “a”. According to the conditions for lifting the restrictions on sales stipulated in the company’s 2019 stock option and restricted stock incentive plan (Draft), the company’s incentive plan grants restricted shares for the first time, and the performance assessment conditions at the company level required for lifting the restrictions in the third lifting period The performance appraisal conditions at the individual level have been met, and the company and the incentive object have not had the situation that the sales restriction shall not be lifted as stipulated in the company’s 2019 stock option and restricted stock incentive plan (Draft). The lifting of the restriction is in line with the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan (Draft), and the incentive object meets the qualification conditions for lifting the restriction. Its subject qualification as the incentive object of the lifting of the restriction is legal and effective, and there is no damage to the interests of the company and all shareholders. The decision-making procedures of the above proposals comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. 7、 Independent opinions on the achievement of exercise conditions in the first exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2021
The annual performance of the company in 2021 has reached the assessment target, and the individual performance assessment results of 70 incentive objects granted stock options for the first time are “a”. According to the vesting conditions specified in the company’s stock options and restricted stock incentive plan (Draft) in 2021, the company’s incentive plan grants stock options for the first time, and the performance assessment conditions at the company level that need to be met during the first exercise period The performance appraisal conditions at the individual level have been met, and neither the company nor the incentive object is prohibited from exercising the rights specified in the company’s 2021 stock option and restricted stock incentive plan (Draft). This exercise complies with the relevant provisions of the company’s 2021 stock option and restricted stock incentive plan (Draft), and the incentive object meets the qualification conditions for exercise. Its subject qualification as the incentive object of this exercise is legal and effective, and there is no damage to the interests of the company and all shareholders. The decision-making procedures of the above proposals comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. 8、 Independent opinion on the achievement of the lifting of the restrictions in the first lifting period of the company’s stock option and restricted stock incentive plan for the first time granting restricted shares in 2021
The annual performance of the company in 2021 has reached the assessment target, and the individual performance assessment results of 76 incentive objects granted restricted shares for the first time are “a”. According to the conditions for lifting the restrictions on sales stipulated in the company’s stock option and restricted stock incentive plan (Draft) in 2021, the company’s incentive plan grants restricted shares for the first time, and the performance assessment conditions at the company level required for lifting the restrictions in the first lifting period The performance appraisal conditions at the individual level have been met, and the company and the incentive object have not had the situation that the sales restriction cannot be lifted as stipulated in the company’s 2021 stock option and restricted stock incentive plan (Draft).
The lifting of the restriction is in line with the relevant provisions of the company’s 2021 stock option and restricted stock incentive plan (Draft), and the incentive object meets the qualification conditions for lifting the restriction. Its subject qualification as the incentive object of the lifting of the restriction is legal and effective, and there is no situation that damages the interests of the company and all shareholders. The decision-making procedures of the above proposals comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders.
9、 Independent opinions on the implementation of the distribution plan of employee incentive fund in 2021
On the premise of meeting the company’s annual business performance objectives and medium and long-term development plans, the company withdraws the annual incentive fund to motivate the company’s employees, which helps to fully mobilize the enthusiasm, initiative and creativity of employees, effectively combine the interests of shareholders, the company and core employees, and make all parties pay common attention to the long-term development of the company.
We agree to the above. 10、 Independent opinions on matters related to the implementation of the company’s employee stock ownership plan in 2022
1. The matters related to the company’s employee stock ownership plan in 2022 comply with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies. After fully soliciting the opinions of employees, they are submitted to the board of directors for deliberation. There is no situation that damages the interests of the company and all shareholders.
2. The company’s employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk-taking, and there is no situation in which employees are forced to participate in the ESOP by means of apportionment, forced distribution, etc; Before the launch of this ESOP, an employee congress has been held to fully solicit employees’ opinions.
3. The implementation of the employee stock ownership plan by the company is conducive to improving the corporate governance structure, enhancing the cohesion of employees and the development vitality of the company, realizing the organic combination of the long-term development of the enterprise and the interests of employees, and promoting the sustainable and healthy development of the company.
4. The decision-making procedures of the board of directors of the company for considering the proposals related to the employee stock ownership plan comply with the relevant provisions of laws, regulations, normative documents and the articles of association. The resolutions formed at the meeting are legal and effective, and there is no situation that damages the interests of the company and all shareholders. Related directors have avoided voting.
To sum up, we agree with the company’s employee stock ownership plan in 2022 and agree to submit the matter to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting. 11、 Independent opinions on the repurchase of shares of the company by means of centralized bidding transaction
1. The company’s share repurchase plan complies with the relevant provisions of the company law, the securities law, the implementation rules and other laws and regulations and the articles of association, and the voting procedures of the board meeting comply with the relevant provisions.
2. The shares repurchased by the company this time are intended to be used in the employee stock ownership plan or equity incentive plan, which is conducive to further improving the company’s long-term incentive mechanism, fully mobilizing the work enthusiasm of the company’s managers and core team, and improving the team cohesion and competitiveness of the company; At the same time, the implementation of the company’s share repurchase is conducive to safeguarding the interests of investors, enhancing investor confidence and promoting the long-term sustainable development of the company. The implementation of share repurchase is reasonable and necessary.
3. The repurchase of shares was carried out in the form of centralized competitive trading, and the repurchase price was not more than 14.70 yuan / share (inclusive), and the repurchase price was reasonable and fair. The capital source of this share repurchase is the company’s own or self raised funds, and the repurchase amount is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive). This repurchase will not have a significant impact on the company’s operation, finance and future development, will not affect the company’s listing status, and will not damage the legitimate rights and interests of the company and shareholders.
In conclusion, we believe that the share repurchase of the company is legal, compliant and feasible, which is in line with the interests of the company and all shareholders. We agree that the company will use its own or self raised funds to buy back the company’s shares by means of centralized bidding. 12、 Independent opinion on renewing the appointment of audit institutions in 2021
Zhonghui certified public accountants has rich experience and strong professional service ability to provide high-quality audit services for listed companies, which can better meet the requirements of the company to establish and improve internal control and financial audit. During the period of auditing the company’s financial report and internal control in 2021, he completed various audit tasks for the company, earnestly performed the responsibilities of the audit institution, and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective.
We agree to continue to appoint Zhonghui certified public accountants to audit the company’s financial report and internal control in 2022, and agree to submit it to the general meeting of shareholders for deliberation. 13、 Independent opinion on the estimated total amount of daily related party transactions in 2022
1. Various daily related party transactions in 2021 are in line with the actual production and operation of the company, and the transaction is priced according to the market principle. The actual total amount of daily related party transactions between the company and related parties does not exceed the expected total amount. The reason for the great difference between the actual amount and the expected amount: the annual daily related party transactions between the company and related parties are estimated based on the judgment of market demand and business development progress, so it is difficult to achieve accurate prediction. The difference does not affect the business development and independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders. The company’s subsequent related party transactions should be predicted carefully to minimize the difference between the expected and actual transactions. 2. The expected daily related party transactions in 2022 are based on the actual situation of the company, meet the development needs of the company, comply with the principles of fairness, openness and impartiality, and do not harm the interests of the company and minority shareholders. The voting procedure of this related party transaction is legal, and the related directors avoided voting on this proposal, which meets the requirements of relevant laws and regulations such as the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association of the company. 14、 Independent opinions on the amount of guarantee and mutual insurance provided to subsidiaries within the scope of consolidated statements in 2022
The amount of external guarantee formulated by the company is mainly determined by the demand for funds for the business development and strategic implementation of the company and its subsidiaries. This guarantee is conducive to improving the economic scale of the company and its subsidiaries. The guarantee objects of the company are all subsidiaries within the scope of the company’s consolidated statements, and the risk is controllable; The guarantee provided by subsidiaries to the company is mainly to meet the needs of the company’s business and strategic development. This guarantee will not adversely affect the normal operation and business development of the company, and is in the interests of all shareholders.
The board of directors has fulfilled the necessary examination and approval procedures, and the voting procedures are legal and effective. There is no violation of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, and there is no damage to the interests of minority shareholders. 15、 Independent opinions on providing guarantees and related party transactions for joint stock companies in 2022
1. The guarantee provided by the company for the supply chain company belongs to the needs of the company’s normal production and operation and rational utilization of funds, and it is in the interests of the company and all shareholders to promote the company’s business bigger and stronger;
2. When voting on the above related party transactions, the board of directors of the company strictly followed the procedures of prior approval of independent directors and avoidance of voting by related directors. The voting procedures of this related party transaction comply with relevant laws, regulations and the articles of Association; Moreover, the related party transaction follows the principles of objectivity, fairness and rationality, which is in line with the long-term development interests of the company. The above guarantee matters do not exist in line with the regulations of the China Securities Regulatory Commission
