Tcl Technology Group Corporation(000100) independent directors
Independent opinions on the matters considered at the 18th meeting of the seventh board of directors
In accordance with the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association of TCL Technology Group Co., Ltd. and other relevant provisions of China Securities Regulatory Commission, as an independent director of TCL Technology Group Co., Ltd. (hereinafter referred to as the “company”), we express the following independent opinions on the relevant matters considered at the 18th meeting of the seventh board of directors of the company:
1、 Independent opinions on the proposal on renewing the appointment of accounting firms
Dahua Certified Public Accountants (special general partnership), the audit institution to be renewed by the company, has the qualification of auditing related businesses of securities and futures, and has rich working experience and good professional quality in the audit of listed companies. In the process of providing audit services for the company, Dahua certified public accountants strictly abides by the independent, objective and fair practice standards, and better performs the responsibilities and obligations stipulated by both parties, To ensure the smooth development of the company’s work, the annual audit report of the company in 2021 issued truly and accurately reflects the company’s financial situation and operating results in 2021. We agree with the proposal.
2、 Comments on the 2021 annual report on independent control
The report truly reflects the internal control system of the company, introduces the important activities, work and results of the company in strengthening and improving internal control, and explains the key control activities of the company. We hope that the company will further strengthen its internal control and governance, continue to promote the development of various work of the company’s internal control and continuously improve the level of corporate governance. We agree with the proposal.
3、 Independent opinions on the proposal of the company’s profit distribution plan for 2021
We believe that the profit distribution plan is in line with the current actual situation of the company and is conducive to the sustainable, stable and healthy development of the company. We all agreed on the motion.
4、 Independent opinions on the proposal on the remuneration of directors, supervisors and senior managers in 2021 the remuneration of directors, supervisors and senior managers in 2021 matches the company’s operation and market level, the relevant decision-making procedures are legal and effective, there is no harm to the interests of the company and shareholders, and in line with the provisions of relevant laws and regulations and the articles of association. We agree with the proposal.
5、 Independent opinions on the proposal on the prediction of daily connected transactions in 2022
We reviewed the proposal on the prediction of daily related party transactions in 2022, and reviewed the basic information, performance ability and content of related party transactions. In view of the daily related party transactions between the company and TCL Industry Holding Co., Ltd. (hereinafter referred to as “TCL industry”) and its subsidiaries, which are conducive to giving full play to their respective advantages and resources, mutual benefit and common development, And conduct transactions based on the principle of fairness and justice. When the board of directors deliberated on the proposal, the related directors avoided voting, and the decision-making procedure was in line with the relevant national laws, regulations and the articles of association. There was no damage to the rights and interests of the company and minority shareholders. We agreed to the proposal.. 6、 Independent opinions on the proposal on related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. in 2022
We reviewed the proposal on related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. in 2022, reviewed the basic information, performance ability and content of related party transactions, and considered that the related party transactions between the company and Jucai are required for daily operation, the transaction pricing principles are fair and reasonable, in line with the interests of listed companies and all shareholders, and there is no situation that damages the interests of listed companies and minority shareholders, We agree to the motion.
7、 Independent opinions on the proposal on daily related lease in 2022
We reviewed the proposal on daily related party leasing with TCL Industrial Holding Co., Ltd. in 2022, reviewed the basic information, performance ability and related party transactions of related parties, and believed that: given that the related party leasing between the company and TCL industrial is conducive to give full play to their respective advantages and resources, mutual benefit and common development, and conduct transactions based on the principle of fairness and justice, It is to meet the needs of the company’s daily operation, and there is no situation damaging the interests of the company and minority shareholders. We agree to the proposal.
8、 Independent opinions on the proposal on connected transactions of TCL Technology Group Finance Co., Ltd. to continue to provide financial services to TCL Industrial Holdings Co., Ltd. and renew the financial service agreement
When the board of directors considered the above related party transactions, the related directors avoided voting, the review procedures were in line with the company law, the articles of association and other relevant provisions, the financial company had the business qualification to provide financial services, the basic financial indicators of the financial company met the regulatory provisions, these related party transactions were the normal business of the financial company, and the transaction pricing principle was fair and reasonable. When the board of directors deliberated on the proposal, the related directors avoided voting, and the decision-making procedure was in line with the relevant national laws, regulations and the articles of association. There was no damage to the rights and interests of the company and minority shareholders. We agreed to the proposal..
9、 Independent opinions on the proposal on carrying out accounts receivable factoring business and related party transactions
The purpose of the company’s timely development of accounts receivable factoring business is to shorten the return time of accounts receivable, accelerate the capital turnover, improve the efficiency of capital use, reduce the management cost of accounts receivable, improve the asset liability structure and operating cash flow status, and there is no damage to the interests of the company or small and medium-sized shareholders. We agree with the proposal.
10、 Independent opinion on the proposal on continuing to provide guarantee for the undue guarantee business of related parties the guarantee matters considered by the board of directors comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; And the guaranteed party has provided counter guarantee and cross guarantee. The guaranteed party and the counter guarantor have strong performance ability and controllable risk. When the board of directors deliberated on the proposal, the related directors avoided voting, and the decision-making procedure was in line with the relevant national laws, regulations and the articles of association. There was no damage to the rights and interests of the company and minority shareholders. We agreed to the proposal..
11、 Independent opinions on the proposal on providing guarantees for subsidiaries in 2022
The guarantee matters considered by the board of directors comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; Moreover, the guarantee matters are guarantees for subsidiaries and joint-stock companies, the risks are controllable, in line with the interests of the company, and there is no damage to the interests of the company or minority shareholders. We agree to the proposal.
12、 During the reporting period, the company’s funds for securities investment came from the company’s own funds, and the use of funds did not exceed the amount of funds approved by the company’s general meeting of shareholders, which did not affect the normal development of the company’s main business and the normal production and operation of the company. In 2021, the securities investment carried out by the company did not violate the provisions of relevant laws, regulations and normative documents, complied with the relevant provisions of the articles of association and the securities investment management system, and the decision-making procedures were legal and compliant.
We believe that the company’s use of its own funds for securities investment and financial management is conducive to improving the efficiency of the company’s use of funds and will not affect the company’s daily operation and main business. We agree with the proposal.
13、 Independent opinions on the proposal on matters related to securities investment and wealth management in 2022
The matter complies with the provisions of relevant laws and regulations, and the voting procedure is legal and effective; The funds the company plans to use are limited to the self owned funds of the company and its subsidiaries, and it is not found that the raised funds are used for the placement and purchase of new shares through direct or indirect arrangements, or for the trading of stocks, their derivatives and bonds, as well as entrusted financial management; In addition, the company has established and improved the internal control system for the use of its own idle funds for securities investment and financial management.
By improving the use efficiency of idle funds, it is conducive to reducing the company’s capital cost and improving short-term income. It will not affect the company’s operating capital operation and external payment, nor will it adversely affect the company’s governance and legal compliance operation. We agree with the proposal.
14、 Independent opinions on the proposal on the continuous risk assessment report of TCL Technology Group Finance Co., Ltd
As a non bank financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by the China Banking and Insurance Regulatory Commission. TCL Finance Co., Ltd. operated well in 2021, without major management risks, and the risks of related deposit and loan financial business between related parties were controllable. When the board of directors deliberated the proposal, the related directors avoided voting, and the decision-making procedure was in line with the relevant national laws, regulations and the articles of association. There was no damage to the rights and interests of the company and minority shareholders. We agreed to the proposal.
15、 Special instructions and independent opinions on the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties
The company has no controlling shareholder and actual controller. Mr. Li Dongsheng and his concerted action are the largest shareholder of the company. In addition to operating current funds, the company has no related party occupation of the company’s funds for it and its related parties, and there is no related party occupation of funds in the past period that continues to the current reporting period. The external guarantee and the internal guarantee of the subsidiaries were strictly examined and approved in accordance with the relevant provisions of the articles of association, and there was no violation of the relevant provisions of the external guarantee and the internal guarantee system of the subsidiaries.
16、 Independent opinions on financial derivatives transactions carried out in 2021
Since some raw materials in the company’s main business need to be purchased from overseas, there are many settlement currencies involved. The company reduces exchange losses and locks in transaction costs through reasonable financial derivatives, which is conducive to reducing risk control costs and improving the competitiveness of the company. The company has established specific accounting and risk control mechanisms for financial derivatives business, and has established specific accounting and effective risk management principles for the company’s financial derivatives business. The financial derivatives business contracting institutions of the company have been operating steadily and have good credit standing. We believe that the financial derivatives transactions carried out by the company in 2021 are closely related to the daily business needs of the company, the risks are controllable, in line with the interests of the company and minority shareholders, and in line with the relevant provisions of relevant laws and regulations.
Independent directors: Gan Yong, Chen Xi, Wan Liangyong, Liu Xunci April 27, 2022
