Suntak Technology Co.Ltd(002815)
Independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors in accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and the regulations on the work of independent directors, we are the independent directors of Suntak Technology Co.Ltd(002815) (hereinafter referred to as the “company”), Having carefully reviewed the meeting materials of the 18th meeting of the 4th board of directors of the company, after careful analysis and in the attitude of seriousness, responsibility and independent judgment, we hereby express independent opinions on the relevant matters of the 18th meeting of the 4th board of directors of the company as follows:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
After review, we believe that according to the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, the company meets the conditions for non-public offering of shares. We agree to the above matters and agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s non-public offering plan in 2022
After review, we believe that the company’s non-public offering plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations, normative documents and the relevant provisions of the articles of association. The pricing method of the company’s non-public offering is fair and reasonable, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The company’s plans and plans for this non-public offering are operable, and the relevant authorization arrangements are conducive to the efficient and orderly handling of this non-public offering. We agree to the above plan and agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s plan for non-public offering of shares in 2022
After review, we believe that the content of the company’s non-public offering plan is true, accurate and complete, without false records, misleading statements or major omissions, in line with the company’s long-term development goals and the interests of all shareholders, and does not damage the interests of minority shareholders.
We agree to the above plan and agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by non-public offering of shares in 2022
After review, we believe that the investment project of the company’s non-public offering funds meets the national industrial policies, industry development trends, relevant regulations on the use of raised funds by listed companies and the company’s overall strategic development direction in the future, has good market prospects and profitability, and is in line with the interests of the company and all shareholders of the company. We agree to the above matters and agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the report on the use of the company’s previously raised funds
After review, we believe that the report on the use of Suntak Technology Co.Ltd(002815) previously raised funds prepared by the board of directors as of September 30, 2021 is true, accurate and complete, and there are no false records, misleading statements and major omissions. Tianjian Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds (TJs [2022] No. 7-2). The use of the previously raised funds of the company did not violate the requirements of laws and regulations.
We agree to the above matters and agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the company’s non-public offering of shares, diluted immediate returns, measures to fill returns and commitments of relevant subjects
After review, we believe that the measures taken by the company to fill the diluted immediate return of this non-public offering are practical and feasible, which is conducive to improving the business scale and operating efficiency of the company, and require relevant subjects to issue commitments to ensure performance, effectively protecting the interests of all shareholders.
We agree to the above matters and agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on shareholder return planning for the next three years (2022-2024)
After review, we believe that the decision-making procedure for the company to formulate the shareholder return plan for the next three years (2022-2024) is in line with the provisions of relevant laws, regulations and the articles of association, in line with the relevant provisions of relevant laws, regulations and the articles of association, and takes into account the willingness of shareholders to obtain reasonable investment return and the requirements of the sustainable development of the company, On the premise of ensuring the normal operation and development of the company, the distribution of profits in the form of cash, stock or a combination of cash and stock is in line with the company’s sustained, stable and active profit distribution policy and better protects the interests of shareholders, especially minority shareholders.
We agree to the above matters and agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on adjusting the remuneration of independent directors of the company
After review, we believe that the company’s adjustment of the allowance standard for independent directors is formulated in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions of the CSRC, in combination with the company’s industry, regional economic development level and the company’s actual operating conditions, which is conducive to mobilizing the work enthusiasm of the company’s independent directors, Strengthen the awareness of diligence of independent directors, promote the standardized operation of the company, and the decision-making procedures comply with the provisions of relevant laws and regulations, without damaging the interests of the company and investors.
We agree to submit these proposals to the general meeting of shareholders of the company for deliberation.
(this page is the signature page of independent directors’ independent opinions on relevant matters at the 18th meeting of the Fourth Board of directors) independent directors:
Li Zehong
Zhong Mingxia
Zhou Junxiang
January 27, 2002
