Shenzhen Sea Star Technology Co.Ltd(002137) independent director
Independent opinions on matters related to the 21st Meeting of the 6th board of directors
As an independent director of Shenzhen Sea Star Technology Co.Ltd(002137) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the rules for independent directors of 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 the working rules for independent directors, Based on independent judgment, we hereby express the following independent opinions on the relevant matters considered at the 21st Meeting of the sixth board of directors:
1、 Independent opinions on the company’s profit distribution plan
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we express the following independent opinions on the 2021 profit distribution plan proposed by the board of directors of the company with a diligent and responsible attitude:
According to the standard unqualified audit report issued by Rongcheng Certified Public Accountants (special general partnership) for the company, the net profit attributable to the shareholders of the listed company in the consolidated statements of the company this year is -953304 million yuan. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve is 0 million yuan, plus the accumulated undistributed profit at the beginning of the year is -1111947 million yuan, By the end of the reporting period, the profit available for distribution to investors was -206525100 yuan. In view of the negative profit available for distribution of the company in 2021, which does not meet the conditions for cash dividends, and considering the large scale of the company’s share capital at present, the company will not distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021.
The above profit distribution plan is made according to the actual situation of the company, meets the business needs and long-term development plan of the company, complies with the relevant provisions of the company law and the articles of association, and does not damage the interests of the company and shareholders.
We agree with the profit distribution plan proposed by the board of directors of the company and agree that the board of directors of the company will submit this matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the renewal of accounting firm
It is verified that Rongcheng Certified Public Accountants (special general partnership) is qualified to engage in securities business and has rich experience and professional quality in the audit of listed companies. In the process of providing audit services for the company’s financial report in 2021, Rongcheng Certified Public Accountants (special general partnership) shows a high professional level and diligent spirit of work, has sufficient independence, professional competence and investor protection ability, and the audit report issued for the company is objective It truly reflects the financial situation and operating results of the company. In order to maintain the continuity and stability of the company’s audit work, we agree to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year, and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the self-evaluation report of the company’s internal control
During the reporting period, the company has established a relatively sound and perfect internal control system and can be effectively implemented. The company’s internal control system is basically complete, reasonable and effective. All production and operation activities, corporate governance activities, information disclosure and major events of the company are operated in strict accordance with relevant internal control systems and norms, so as to effectively control various internal and external risks. We believe that the company’s 2021 internal control self-evaluation report comprehensively, objectively and truly reflects the establishment, operation, inspection and supervision of the company’s internal control system.
4、 Independent opinions of independent directors on the remuneration of directors and senior managers of the company in 2021
After verification, the remuneration, assessment and incentive of the company’s directors and senior managers in 2021 are implemented in accordance with relevant regulations. The disclosed remuneration is reasonable and true, and the payment procedure of remuneration complies with the provisions of relevant laws, regulations and the articles of association. We have no objection to this, and agree that the board of directors of the company will submit this matter to the general meeting of shareholders for deliberation.
5、 Independent opinions of independent directors on the provision for asset impairment and write off of assets
The company’s provision for asset impairment and write off of assets are based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. After the provision for asset impairment and write off of assets, the financial statements can more fairly reflect the company’s financial situation and operating results, making the company’s accounting information more reasonable. It is agreed to withdraw the provision for asset impairment and write off assets this time.
6、 Independent opinions of independent directors on extending the validity period of forward foreign exchange trading business
After verification, the company has formulated the foreign exchange trading decision-making system and established a corresponding supervision mechanism for the development of forward foreign exchange trading business; On the premise of ensuring the daily operation, the company plans to extend the term of carrying out forward foreign exchange trading business for 12 months. The forward foreign exchange trading business carried out by the company and its subsidiaries is closely related to the daily operation needs and meets the needs of actual operation. The purpose is to avoid and prevent the risk of exchange rate fluctuation, protect the normal operating profits of the company, will not affect the normal production and operation of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders. Relevant decision-making and approval procedures are legal and compliant. Therefore, the company and its subsidiaries agreed to extend the validity period of forward foreign exchange trading business, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
7、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, as independent directors of the company, we are responsible to the company and all shareholders, Check the company’s accumulated and current external guarantees and the funds occupied by related parties, and give independent opinions as follows:
1. During the reporting period, the company and its holding subsidiaries did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals, nor did they provide external guarantees and illegal guarantees that occurred in previous years and accumulated to December 31, 2021.
2. The company does not have any non operating occupation or disguised occupation of the company’s funds by controlling shareholders and other related parties.
3. During the reporting period, in order to support the business development of the holding subsidiary Shenzhen Shenzhen Sea Star Technology Co.Ltd(002137) Technology Co., Ltd. and its subordinate enterprises, For its subordinate enterprise and its subsidiary Wuxi Yiming optoelectronics Co., Ltd., applied to China Merchants Bank Co.Ltd(600036) Wuxi Branch and Bank Of Ningbo Co.Ltd(002142) Wuxi Branch for a credit line with a total amount of no more than 50 million yuan (including other currencies of equivalent value) and no more than 20 million yuan (including other currencies of equivalent value), and provided joint and several liability guarantee for the above credit line.
In addition, the company held the 16th meeting of the 6th board of directors on September 30, 2021, deliberated and approved the proposal on the application for credit and guarantee by the company and its subsidiaries, and agreed that the company and its subsidiaries apply for credit of no more than 1 million yuan to commercial banks and other financial institutions. At the same time, in the process of specific credit business process, the company can, according to the requirements of financial institutions, Increase the amount of mutual guarantee provided by the company to its subsidiaries or between its subsidiaries to no more than 40 million yuan, and extend the validity of the guarantee period resolution to December 31, 2022. The matter has been deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021.
In addition to the above-mentioned guarantees, the company has no other external guarantees. The company and its holding subsidiaries have no illegal external guarantees, no overdue external guarantees, no external guarantees involving litigation and losses due to the judgment of losing the guarantee.
Shenzhen Sea Star Technology Co.Ltd(002137) independent directors: Liang HuaQuan, Tao Nannan April 22, 2022
