Sunwoda Electronic Co.Ltd(300207) independent director
Independent opinions on matters related to the 23rd Meeting of the 5th board of directors, as an independent director of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) Guidance on establishing independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines (revised in 2020) (hereinafter referred to as “standardized operation guidelines”) According to the requirements of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, as well as the articles of association of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as the “articles of association”) and the working system of Sunwoda Electronic Co.Ltd(300207) independent directors, the following independent opinions are expressed on the relevant matters of the 23rd Meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the company’s 2022 restricted stock and stock option incentive plan (Draft) and its abstract
The company plans to implement the restricted stock and stock option incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “this incentive plan”). After verification, we believe that:
1. The company is not prohibited to implement the equity incentive plan as stipulated in the administrative measures, listing rules and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company’s restricted stock and stock option incentive plan (Draft) in 2022 and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures and listing rules.
3. All the incentive objects determined in this incentive plan of the company have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents. The incentive objects determined in this incentive plan are the high-end talents introduced by the company, special talents and outstanding talents that the board of directors deems necessary to be encouraged. They are all labor contracts or employment contracts signed with the company (or holding subsidiaries), excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents Children, and there is no situation that they have been identified as inappropriate candidates by the stock exchange in the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There are no circumstances where laws and regulations prohibit participation in equity incentive of listed companies. All the listed personnel meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s equity incentive plan. Their subject qualification as incentive objects of the company’s equity incentive plan is legal and effective.
4. The contents of this incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the guide for self discipline supervision of companies listed on GEM No. 1 – business handling; The grant arrangement, authorization arrangement, attribution / exercise arrangement (including grant amount, grant / authorization date, attribution / exercise conditions, grant / exercise price, attribution / exercise period, lock up period, etc.) of each incentive object did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors.
7. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we agree that the company will implement the incentive plan and submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock and stock option incentive plan in 2022
After verification, we believe that:
The assessment indicators of the company’s incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The company selects operating income as the performance evaluation index at the company level. This index can reflect the operation of the company, is an important index to evaluate the growth status and development ability of the enterprise, can fully reflect the operation status, market scale and growth of the company, and can establish a better capital market image. The determination of the specific value of the assessment objectives comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan, as well as the realization possibility and incentive effect on the company’s employees. The index setting is reasonable and scientific. In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. According to the annual performance evaluation results of the incentive object, the company will determine whether the individual incentive object meets the ownership conditions of class II restricted shares and the exercise conditions of stock options.
To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan. It is conducive to the sustainable and healthy development of the company and the formation of a long-term incentive mechanism for the company’s core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Independent opinions on the company’s foreign exchange hedging business
The foreign exchange capital trading business carried out by the company to avoid exchange rate risk is based on the reasonable estimation of future foreign exchange revenue and expenditure and the actual demand of current foreign exchange revenue and expenditure. The business process is legal and compliant, and has no significant impact on the company’s liquidity. We believe that the company will further improve its foreign exchange risk management ability and increase the value of foreign exchange assets by carrying out foreign exchange hedging business. It is feasible for the company to carry out foreign exchange hedging business. We agree with the company to carry out foreign exchange hedging business.
4、 Independent opinions on using idle self owned funds for cash management
Without affecting the normal operation of the company and ensuring the safety of funds, the use of idle self owned funds for cash management is conducive to improving the use efficiency of the company’s self owned funds and increasing the company’s capital income on the premise of risk control, will not adversely affect the company’s business activities, is in line with the interests of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders.
The decision-making procedure for this matter is legal and compliant. It is agreed that the company plans to use idle self owned funds of no more than 2 billion yuan (inclusive) for cash management.
5、 Independent opinions on providing guarantee for subsidiaries
As Sunwoda Electronic Co.Ltd(300207) holding subsidiaries, the guaranteed parties supoda (Shenzhen) Automation Co., Ltd. (hereinafter referred to as “supoda”) and Shenzhen Plessis Testing Technology Co., Ltd. (hereinafter referred to as “Plessis”) need to apply for comprehensive credit lines of no more than (including) 200 million yuan and no more than (including) 3 years from banks and other financial institutions due to production and operation needs. Due to the need of expanding business, Huizhou Yingwang Precision Technology Co., Ltd. (hereinafter referred to as “Huizhou Yingwang”), a wholly-owned subsidiary of the guaranteed party Sunwoda Electronic Co.Ltd(300207) , needs to apply for a comprehensive credit line of no more than (including) 1 billion yuan and no more than (including) 3 years from banks and other financial institutions. Huizhou xinzhiwang Electronics Co., Ltd., a wholly-owned subsidiary of the guaranteed party Sunwoda Electronic Co.Ltd(300207) , needs to apply to banks Financial leasing companies and other institutions apply for a comprehensive credit line of no more than (including) 500 million yuan (including credit maturity renewal) and a term of no more than (including) 3 years. The company provides full joint and several liability guarantee for the credit lines of the above four subsidiaries. Meanwhile, the above four subsidiaries provide counter guarantees for Sunwoda Electronic Co.Ltd(300207) for their respective guarantees. Although the other shareholders of supoda, presys and Huizhou Yingwang, the subsidiaries of this external guarantee, did not guarantee according to the proportion of shareholders’ equity and did not counter guarantee the company, considering that the company has control over the operation and management activities of supoda, presys and Huizhou Yingwang, and the operation and management risk is within the scope of effective control of the company, The company can effectively supervise and manage the operation and management of sybda, prisseth and Huizhou Yingwang. Therefore, the company provides full joint and several liability guarantee for its subsidiaries, and the risk is controllable. Sunwoda Electronic Co.Ltd(300207) can effectively control and prevent risks. The guarantee contents and decision-making procedures comply with the listing rules, standardized operation guidelines and other relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and shareholders. Therefore, we agree Sunwoda Electronic Co.Ltd(300207) to provide guarantee for subsidiaries to apply for credit lines from banks and other financial institutions.
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(this page is the signature page of Sunwoda Electronic Co.Ltd(300207) independent directors’ independent opinions on relevant matters of the 23rd Meeting of the 5th board of directors) signatures of all independent directors:
Zhang Jianjun, Yu Qun, Liu Zhengbing
specific date
