Xiamen Guang Pu Electronics Co.Ltd(300632) independent director
Independent opinions on matters related to the fifth meeting of the Fourth Board of directors
As an independent director of Xiamen Guang Pu Electronics Co.Ltd(300632) , Based on the position of independent judgment, we express the following independent opinions on the relevant matters of the fifth meeting of the Fourth Board of directors of the company: I. independent opinions on the unfulfilled lifting conditions of the third lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares
After verification, we believe that: according to the relevant provisions of the company’s 2019 restricted stock incentive plan (Draft), since the net profit attributable to the shareholders of the listed company in 2021 did not meet the performance assessment requirements at the company level, it is necessary to repurchase and cancel 987736 restricted shares of 101 incentive objects that did not meet the conditions for lifting the restrictions in the third lifting period. Since the company implemented the 2020 annual equity distribution on July 6, 2021, the company adjusted the repurchase price of restricted shares granted for the first time from 5392913 yuan / share + bank deposit interest in the same period to 5292568 yuan / share + bank deposit interest in the same period. The above matters comply with the provisions of relevant laws and regulations in the measures for the administration of equity incentives of listed companies, and the company’s decision-making procedures are legal and compliant. The cancellation of this repurchase will not have a significant impact on the company’s financial status and operating results, and there is no damage to the interests of the company and minority shareholders. Therefore, we unanimously agree that the company will adjust the repurchase price of restricted shares, repurchase and cancel some restricted shares that do not meet the incentive conditions in accordance with relevant procedures, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the profit distribution plan for 2021 complies with the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the articles of association and other provisions of the CSRC, the profit distribution policy and development strategy of the company, and on the premise of ensuring the normal operation and long-term development of the company, The interests and reasonable demands of the majority of investors have been fully considered, and there is no situation that damages the interests of the company and minority shareholders. We unanimously agree to the company’s profit distribution plan for 2021 and agree to submit the matter to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinion on self-evaluation report of internal control in 2021
After audit, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The internal control self-evaluation report prepared by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control system. The company’s internal control system is relatively perfect and operable, without obvious weak links and major defects, ensuring the normal operation and management of the company. The company has no internal control defects in 2021, and the internal control self-evaluation report truly and objectively reflects the actual situation of the construction of the company’s internal control system, the implementation and supervision of the internal control system. We unanimously agree on the self-evaluation report of the company’s internal control in 2021 and agree to submit the matter to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on the special report on the deposit and 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 the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies. The company’s management of the raised funds follows the principles of special account deposit, standardized use, truthful disclosure and strict management, and there is no situation of changing the investment direction of the raised funds in a disguised manner, damaging the interests of shareholders or violating the relevant provisions. We unanimously agree to the special report on the deposit and use of raised funds in 2021 and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Special instructions and independent opinions on the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2021
After verification, we believe that during the reporting period, the controlling shareholders and other related parties of the company did not occupy the company’s funds in violation of regulations, do not harm the interests of shareholders, and the company did not provide guarantees for the controlling shareholders, actual controllers and other related parties, unincorporated units or individuals, nor did the controlling shareholders, actual controllers and other related parties force the company to provide guarantees for others.
6、 Independent opinions on carrying out commodity futures hedging business
After verification, we believe that the relevant approval procedures for the company and its subsidiaries to carry out futures hedging business comply with the relevant national laws and regulations and the relevant provisions of the articles of association. The company has formulated the futures hedging business management system, which defines the approval process, risk prevention and management and other internal control procedures, which plays a role in ensuring the company’s control of futures risks. The company’s futures hedging business can effectively avoid and prevent the operating risks brought to the company by the price fluctuation of main products, make full use of the hedging function of the futures market, reduce the impact of price fluctuation on the company, and do not harm the interests of the company and all shareholders. We agree that the company and its subsidiaries carry out futures hedging business.
7、 Independent opinions on using idle self owned funds to purchase financial products
On the premise of ensuring the company’s normal operating capital demand and effectively controlling risks, the company and its subsidiaries intend to use idle self owned funds with an amount of no more than 800 million yuan to purchase short-term financial products with high safety, good liquidity and high-quality issuers, which is conducive to improving the use efficiency of idle funds and improving capital income on the premise of controlling risks. Necessary legal procedures have been performed for this matter, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company and its subsidiaries use idle self owned funds to purchase short-term financial products with high security, good liquidity and high-quality issuers.
8、 Independent opinions on the continuation of foreign exchange derivatives transactions by the company and its subsidiaries
It is verified that the company’s foreign exchange derivatives trading business is based on normal production and operation and relying on specific business operations. On the premise of ensuring normal production and operation, the company makes full use of financial instruments to lock profits, avoid and prevent exchange rate and interest rate risks, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. At the same time, the company has formulated the financial derivatives trading business management system and improved the relevant internal control system. We agree that the company and its subsidiaries continue to carry out foreign exchange derivatives trading business in accordance with the provisions of relevant systems.
9、 Independent opinions on the application of the company and its subsidiaries for comprehensive credit line from the bank in 2022
The company and its subsidiaries applied to the bank for a comprehensive credit line in 2022 in order to meet the needs of the company’s daily production and operation activities, help broaden financing channels, optimize financing structure, supplement the company’s working capital and business development, and there is no damage to the interests of the company and all shareholders, especially minority shareholders. We agree that the company and its subsidiaries apply to the bank for comprehensive credit line.
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Signature of independent director: Peng Wanhua, Tang yanzhao, Dai Jianhong
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