Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Independent opinions of independent directors on relevant matters
The 23rd Meeting of the 6th board of directors of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, the proposal on the quota of using idle own funds to purchase financial products, and the proposal on capital and share increase and connected transactions of the holding subsidiary Zhonghuan Lingxian semiconductor materials Co., Ltd, In accordance with the company law of the people’s Republic of China, the relevant laws, regulations and provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, as an independent director of the company, after carefully reading the relevant materials of the above proposals provided by the company and participating in the deliberation of the board of directors, based on my judgment, I express the following independent opinions:
1、 Independent opinions on the forecast of daily connected transactions in 2022
The independent directors approved the related party transactions in advance and gave their independent opinions after careful review as follows: 1. The voting procedures of the board of directors for considering the proposal on the prediction of daily related party transactions in 2022 comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company, and the related directors avoided voting when considering the related party transactions;
2. The transactions between the company and related parties are an integral part of the company’s business activities and belong to normal commercial transactions. The transactions of product sales, procurement of materials, provision and acceptance of labor services between related parties and the company belong to the company’s normal business, which is conducive to the company’s production, operation and stable development. The transaction content meets the actual needs of the company and follows the principles of fairness, impartiality Based on the principle of openness, the transaction pricing is fair and reasonable, and there is no situation that damages the legitimate interests of the company and other shareholders.
3. The difference between the actual situation of the company’s daily connected transactions and the forecast is that the estimated amount in 2021 is the amount of daily connected transactions considered and approved by the company’s 2020 general meeting of shareholders and the 16th meeting of the sixth board of directors in 2021. At present, the daily connected transactions in 2021 have not been completed, The actual amount is only the actual settlement amount as of November 30, 2021.
To sum up, the independent directors of the company unanimously agreed on the expected matters of the company’s daily connected transactions in 2022 and agreed to submit the above proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the amount of using idle self owned funds to purchase financial products
After verification, the independent directors believe that the decision-making procedures of the company’s proposal to use idle self owned funds to purchase the quota of financial products comply with the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, the articles of association, the management system of foreign investment and other relevant provisions. At present, the company is in good operation, stable financial condition and abundant self owned funds. On the premise of ensuring the normal operation capital demand of the company, using some self owned funds to invest in financial products with high safety and good liquidity is conducive to improving the use efficiency of the company’s self owned funds, increasing capital income, in line with the interests of the company and does not affect the normal development of the company’s main business, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In view of the above situation, the independent directors of the company unanimously agreed that the amount of financial products purchased by the company with idle own funds shall not exceed 7 billion yuan.
3、 Independent opinions on capital increase and share expansion and related party transactions of the holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd
The independent directors approved the capital increase and share expansion and related party transactions in advance, and made the following independent opinions after careful review:
This transaction conforms to the company’s strategic layout and development plan, and is conducive to the establishment of a mechanism for the operation and management team, key employees and the company to share interests and risks. The pricing of this transaction is fair and reasonable, without any damage to the interests of the company and all shareholders, especially the interests of minority shareholders. The internal approval procedures of the company have been fulfilled, and the related directors have avoided voting, which is in line with relevant laws and regulations and the articles of association. The capital increase and share expansion and related party transactions need to be submitted to the general meeting of shareholders of the company for deliberation.
In conclusion, we agree to the capital increase and share expansion and related party transactions.
Signature of independent director: Chen rongling, Zhou Hong, Bi Xiaofang
January 21, 2022
