Independent directors’ opinions on the 12th meeting of the second board of directors of the company
Independent opinions on relevant matters
As an independent director of the second board of directors of Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”), in accordance with the company law, the code for corporate governance of listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, And the articles of association and other relevant provisions, in a serious and responsible attitude and based on independent judgment, after considering the relevant proposals and materials submitted to the 12th meeting of the second board of directors of the company, after careful analysis, the following independent opinions on relevant matters are expressed:
1、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s decision not to conduct profit distribution in 2021 is an important decision based on the company’s current operating conditions, capital needs and the company’s future development, taking into account the long-term interests of the company and all shareholders, which is conducive to meeting the capital needs of the company’s normal production, operation and development, in line with the company’s development strategy, and there is no damage to the interests of the company’s shareholders. Therefore, we agree to the 2021 profit distribution plan made by the board of directors and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, we believe that the special report on the storage and use of raised funds in 2021 truly, objectively and completely reflects the storage and use of raised funds in 2021. The company manages the special account for raised funds in strict accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s management system for raised funds, and there are no violations.
3、 Independent opinions on the company’s 2021 internal control self-evaluation report and the self-examination form for the implementation of internal control rules
After verification, we believe that the company’s internal control system is relatively complete. The company’s existing internal control system has covered all levels and links of the company’s operation, forming a standardized management system, which can timely and effectively prevent and control risks and ensure the orderly development of the company’s business activities; The company’s internal control rules have been effectively implemented without major defects. Meet the requirements of relevant national laws, regulations and regulatory authorities. The company’s self-evaluation report on internal control in 2021 and the self inspection form for the implementation of internal control rules truly reflect the construction and implementation of the company’s internal control system and objectively evaluate the operation of the company’s internal control.
4、 Independent opinions on the remuneration (allowance) scheme of the company’s directors, supervisors and senior managers in 2022
After verification, we believe that the remuneration plan of the company’s directors, supervisors and senior managers in 2022 is mainly based on the actual situation of the company and the remuneration level of relevant positions in other relevant enterprises, combined with performance appraisal. There is no damage to the interests of the company and all shareholders, in line with the provisions of national laws, regulations and the articles of association, and the review procedure is legal and effective. Therefore, we unanimously agree to the proposal on the remuneration (allowance) scheme for directors, supervisors and senior managers of the company in 2022, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinion on the renewal of the company’s audit institution in 2022
After verification, we believe that Tianzhi International Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, has rich working experience and good professional quality in the audit of listed companies, and can independently, objectively, fairly and timely complete all audit services agreed with the company. We believe that Tianzhi International Certified Public Accountants (special general partnership) is familiar with the company’s operation. The renewal of Tianzhi International Certified Public Accountants (special general partnership) is conducive to maintaining the continuity of audit work and protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. Therefore, We agreed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agreed to submit the matter to the company’s 2021 annual general meeting for deliberation.
6、 As for the independent opinion on the prediction of the company and its subsidiaries applying for comprehensive credit line from the bank in 2022, after verification, we believe that in order to meet the needs of production, operation and business development, the company and its subsidiaries apply for comprehensive credit business from banks and other financial institutions, which is conducive to the development of business and improve the operation efficiency of the company. The company has normal production and operation, sufficient solvency, and has formulated strict approval authority and procedures, which can effectively prevent risks. Therefore, we unanimously agree to the proposal on the prediction of the company and its subsidiaries’ application for comprehensive credit line from the bank in 2022, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the actual occurrence of the company’s daily related party transactions in 2021 and the forecast of daily related party transactions in 2022
After verification, we believe that there is a difference between the actual amount and the expected amount of the company’s daily related party transactions in 2021, which is mainly due to the fact that the estimated daily related party transaction limit of the company is calculated based on the upper limit amount of possible transactions according to the business needs of itself and its subsidiaries. The actual amount is determined according to the specific implementation progress of both parties, which is uncertain. The above difference belongs to normal business behavior and is reasonable. The daily related party transactions of the company strictly follow the market transaction principle of “openness, fairness and impartiality”. There is no situation that damages the interests of listed companies and shareholders, especially the interests of minority shareholders, and will not have a significant impact on the financial status and operating results of the company.
The amount of the company’s daily related party transactions in 2022 is expected to be based on the actual production and operation needs of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and there is no business dependence on related parties due to related party transactions, which will not have a significant adverse impact on the company’s financial status and operating results. When the board of directors deliberated and voted on the company’s related party transactions, the related directors avoided voting according to the regulations, and the decision-making procedures of related party transactions comply with the relevant provisions of relevant laws and regulations, the articles of association and the rules of procedure of the board of directors. Therefore, we agree with the proposal on the daily related transactions of the company in 2022.
8、 Independent opinions on the company’s use of some idle raised funds and idle self owned funds for cash management
After verification, we believe that the company’s decision-making and review procedures for cash management with some idle raised funds and idle self owned funds are legal and compliant, do not affect the construction and implementation of raised investment projects and the normal development of the company’s main business, help to improve the efficiency of fund use, and improve the profitability of the company by obtaining certain investment income, which is in line with the interests of the company and all shareholders.
Therefore, we unanimously agree to the proposal that the company use some idle raised funds and idle self owned funds for cash management, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the guarantee provided by the company to subsidiaries
After verification, we believe that the guarantee provided by the company to its subsidiaries is to meet its daily operation capital needs, in line with the company’s operation reality and overall development strategy, and is conducive to the overall development of the company and the stability of its main business. The voting procedures of relevant proposals comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the decision-making procedures are legal and effective. Up to now, the company has no illegal external guarantee or overdue external guarantee, nor does it damage the interests of investors, especially small and medium-sized investors. Therefore, we unanimously agree to the proposal on the guarantee provided by the company to its subsidiaries and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the buyer’s credit guarantee provided by the company and its subsidiaries to customers
After verification, we believe that the buyer’s credit guarantee provided by the company and its subsidiaries to customers is for the needs of the company’s normal production and operation, which is helpful for the company to explore the market, develop customer resources, improve the contract performance ability of target customers, and facilitate the recovery of the company’s accounts receivable. The company only provides buyer’s credit guarantee to customers with good reputation and bank loan conditions, and requires the guaranteed object to provide counter guarantee measures to prevent and control risks. The guarantee complies with the provisions of relevant laws, regulations, departmental rules and the articles of association. The decision-making process is legal and effective, and there is no harm to the interests of the company and all shareholders. Therefore, we unanimously agree to the proposal on the company and its subsidiaries providing buyer’s credit guarantee for customers, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the unfulfilled conditions for the lifting of restrictions in 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 provisions of the company’s 2019 restricted stock incentive plan (Draft), since the company’s operating revenue in 2021 did not reach 150% of the operating revenue in 2018, it needs to be repurchased and cancelled, resulting in 186 people who do not meet the unlocking conditions and 49 restricted shares of people who do not meet the incentive conditions due to resignation. The above matters comply with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the measures for the administration of the implementation and assessment of restricted stock incentive plan in 2019, and the 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 situation that damages the interests of the company and minority shareholders. Therefore, we unanimously agree to the proposal on the unfulfilled conditions for the lifting of restrictions in the third lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the company’s co election of directors
After verification, we believe that we have carefully reviewed Mr. long Xudong’s resume and relevant materials. Mr. long Xudong’s qualification meets the provisions of relevant laws and regulations and has the necessary working experience to perform his duties as a director. It is not found that Mr. long Xudong is not allowed to serve as a director of the company as stipulated in the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and is not recognized as a market prohibited person by the CSRC and the prohibition has not been lifted, and he is not a dishonest person. Therefore, we unanimously agree to the proposal on the company’s co election of directors and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation. 13、 Independent opinions on the extension of some raised investment projects
After verification, we believe that the company’s postponement of some raised investment projects this time is a prudent decision made according to the construction and implementation of the project. In order to better ensure the construction quality and overall operation efficiency of raised investment projects, it does not involve the change of the content, total investment and implementation subject of raised investment projects, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of all shareholders. The decision-making and approval procedures shall comply with the relevant provisions of laws, regulations and normative documents such as the Shenzhen Stock Exchange Stock Listing Rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the company’s raised funds management system. Therefore, we unanimously agree to the proposal on the extension of some raised investment projects.
14、 After verification, we believe that the company’s adjustment of the implementation method of some raised investment projects and the investment amount of raised funds is a reasonable adjustment after careful research according to the actual situation of the implementation of raised investment projects, which is conducive to improving the efficiency of the company’s use of raised funds and promoting the effective implementation of raised investment projects, It conforms to the company’s long-term development plan and does not damage the interests of the company’s shareholders, especially the minority shareholders, which is of positive significance to the company’s future development. The relevant review procedures are legal and compliant, and comply with the relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of companies listed on the main board of Shenzhen Stock Exchange, as well as the relevant provisions of the company’s management system for raised funds. Therefore, we unanimously agree to the proposal on adjusting the implementation method of some raised investment projects and the investment amount of raised funds, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 Opinions on changes in accounting policies of the company
After verification, we believe that the change of the company’s accounting policy is a reasonable change according to the requirements of relevant documents of the Ministry of finance, which is in line with relevant regulations and the actual situation of the company. The changed accounting policies can more objectively and fairly reflect the company’s financial status and operating results. There are no legal rights and interests that damage the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. The procedures of this accounting policy change comply with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association. Therefore, we unanimously agree to the proposal on the change of the company’s accounting policies.
16、 Independent opinions on the company’s 2022 stock option incentive plan (Draft) and its abstract
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling part III: 3.2 equity incentive and other relevant laws and regulations, as well as the relevant provisions and requirements of the articles of association, After carefully reviewing the company’s 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary and other relevant materials, the independent opinions are as follows:
1. The formulation and review process of the incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the management measures.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other relevant laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects granted for the first time in the incentive plan (Draft) comply with the company law, securities law and other laws, regulations and normative documents and the provisions on job qualifications in the articles of Association; At the same time, the incentive objects granted for the first time also do not have the prohibition stipulated in the management measures
