Independent opinions of independent directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of Association issued by the CSRC, I participated in the fourth interim meeting of the tenth board of directors as an independent director of Tpv Technology Co.Ltd(000727) (hereinafter referred to as the “company”), After carefully reviewing the proposal of this meeting, we hereby express independent opinions on the following matters:
1、 Independent opinions on the proposal on changing the accounting firm
The board of directors deliberated and approved the proposal to hire PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial audit unit and internal control audit unit in 2021. We believe that the decision-making process is in line with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations as well as the relevant provisions of the articles of association, It does not harm the interests of the company and other shareholders, especially minority shareholders.
2、 Independent opinions on the proposal on signing the comprehensive financial cooperation agreement and related party transactions with China Electronic Finance Co., Ltd
1. As a normative non bank financial institution approved by Bank Of China Limited(601988) Industry Regulatory Commission, CLP finance provides financial services for the company within its business scope, which complies with the provisions of relevant national laws and regulations.
2. The comprehensive financial cooperation agreement to be re signed by both parties follows the principle of equality and voluntariness, the pricing principle is fair, and there is no damage to the interests of the company and minority shareholders.
3. The company entrusted Lixin certified public accountants to evaluate the business qualification, business and risk status of CLP finance, and found no major defects in the capital, credit, intermediary business, investment, audit and information management risk control system related to CLP finance and financial statements.
4. The company has formulated the emergency response plan for handling deposit business risks between the company and China Electronic Finance Co., Ltd., which can effectively prevent, timely control and resolve the capital risks of the company in the financial company and maintain the capital safety of the company.
5. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, when the board of directors of the company deliberates this proposal, the related directors avoid voting and the non related directors vote. The convening and deliberation procedures of the meeting are legal and effective, and comply with the provisions of relevant laws, regulations and the articles of association.
3、 Independent opinion on the proposal on the prediction of daily connected transactions in 2022 the company’s daily connected transactions in 2022 are expected to be conducted on the basis of consensus with related parties in order to meet the needs of production and operation, based on the principle of fairness, impartiality and openness, based on the market price, and the transaction conditions are fair and reasonable without harming the company and other shareholders, Especially the interests of minority shareholders. The board of directors deliberated and approved the proposal on the prediction of daily connected transactions in 2022, and the connected directors avoided voting. We believe that the decision-making process is in line with the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of Association.
4、 Special opinions on the difference between the actual and expected daily connected transactions in 2021
The explanation of the management of the company on the daily connected transactions actually occurred in 2021 is in line with the market situation and the actual situation of the company. The daily connected transactions that have occurred are transactions required for the normal operation of the company, in line with the requirements of the company’s operation and development strategy and the provisions of laws and regulations. Although the actual amount is different from the original estimated upper limit due to objective reasons such as market demand, such differences occur in response to market changes. The daily connected transactions that have occurred are fair and fair, and the transaction price is fair. There is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
(there is no text on this page, which is the signature page of independent directors’ independent opinions at the fourth extraordinary meeting of the 10th board of directors of the company) signature of independent directors:
Mr. Zeng Wenzhong, Mr. Cai Qingfu, Mr. Gao Yicheng
Independent director independent director
specific date
