About Xiamen Overseas Chinese Electronic Co.Ltd(600870)
Opinions of independent directors on the proposal of the 30th meeting of the ninth board of directors
Dear shareholders
As an independent director of Xiamen Overseas Chinese Electronic Co.Ltd(600870) (hereinafter referred to as “the company”), based on the position of independent judgment, on the basis of conscientious review of relevant materials and full communication, Independent opinions on the following matters considered at the 30th meeting of Xiamen Overseas Chinese Electronic Co.Ltd(600870) the ninth board of directors are as follows:
1、 Special instructions and independent opinions on the company’s cumulative and current external guarantees and the implementation of the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies of the CSRC;
As of December 31, 2021, the company has no external guarantee. The controlling shareholders and their related parties did not occupy the funds of the listed company. For details, please refer to the special description on the occupation of non operating funds and other related capital transactions in Xiamen Overseas Chinese Electronic Co.Ltd(600870) 2021 (yzzsz [2022] No. 0221) issued by Unitech Zhenqing Certified Public Accountants (special general partnership).
2、 Plan for profit distribution and conversion of capital reserve into share capital in 2021;
In accordance with the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC and the relevant provisions of the articles of association of the company, as an independent director of the company, I hereby express the following independent opinions on the company’s profit distribution and the plan for converting capital reserve into share capital in 2021:
We believe that the plan proposed by the board of directors of the company for no profit distribution and no conversion of capital reserve into share capital in 2021 is in line with the actual situation of the company, the provisions of relevant laws, regulations and the articles of association, and there is no intentional damage to the interests of investors. Therefore, we agree to the plan proposed by the board of directors that there will be no profit distribution and no conversion of capital reserve into share capital in 2021, and agree to submit the plan to the general meeting of shareholders for deliberation.
3、 Proposal on re employment of accounting firm and payment of remuneration in 2021
We have reviewed the professional qualification and working conditions of Unitech Zhenqing Certified Public Accountants (special general partnership) in advance, listened to the resolution opinions of the audit committee of the board of directors, and agreed to the proposal of the board of directors of the company on renewing the appointment of Unitech Zhenqing Certified Public Accountants (special general partnership) as the professional audit institution of the company for one year, that is, from January 1, 2022 to December 31, 2022. Agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Internal control evaluation report of the company in 2021
As an independent director of the company, we believe that the company has established a relatively perfect internal control system. During the reporting period, there were no major defects in internal control over financial reporting or non-financial reporting. The 2021 annual internal control evaluation report prepared by the company can truly, completely and objectively reflect the overall situation of the company’s internal control and conform to the actual implementation of the company’s internal control.
5、 Proposal on the company’s plan to use temporary idle funds for entrusted financial management
As an independent director of the company, based on the position of independent judgment, we believe that under the premise of complying with national laws and regulations, ensuring the safety of purchase funds and ensuring that the normal operation of the company is not affected, the company will timely purchase fixed income or low-risk financial products with temporary idle working capital, which is conducive to improving the use efficiency of funds, increasing investment income and in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinion on the special explanation of the unqualified audit report with “major uncertainties related to sustainable operation” in 2021 issued by the accounting firm:
According to the relevant requirements of Shanghai Stock Exchange and China Securities Regulatory Commission, we have carefully reviewed the financial report of the company in 2021 and the unqualified audit report of “significant uncertainties related to continuous operation” issued by younita Zhenqing Certified Public Accountants (special general partnership), and issued the following independent opinions:
We believe that in the company’s 2021 annual audit report issued by Unitech Zhenqing Certified Public Accountants (special general partnership), except for the impact of the events described in the paragraph of “major uncertainties related to continuous operation”, the company’s financial statements are prepared in accordance with the provisions of the accounting standards for enterprises in all major aspects, It fairly reflects the financial position of the company’s merger and parent company as of December 31, 2021, and the operating results and cash flow of the merger and parent company in 2021. We agree with the special statement of the board of directors on the matters involved in the audit report with an unqualified opinion in 2021 with the paragraph of “major uncertainties related to going concern”. We will urge the company to take positive measures to eliminate the impact of the matter on the company and earnestly safeguard the interests of investors. 7、 Proposal on adjusting the allowance standard of independent directors
In order to give further play to the scientific decision-making support and supervision role of independent directors to the board of directors, the company adjusted the allowance of independent directors in combination with its own actual situation, the salary situation in its region and the salary level of Listed Companies in the same industry, which is in line with the company’s long-term development strategy. The deliberation and decision-making procedures of this proposal comply with relevant laws and regulations and the relevant provisions of the articles of association of the company, and there is no damage to the interests of the company and shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
[there is no text on this page, which is the signature page for the opinions of independent directors on the proposal of the 30th meeting of the ninth board of directors] independent directors:
Ding Jianchen
Wen Hua Li
Yang Yifei
April 29, 2022
