Jiangsu Gian Technology Co.Ltd(300709)
Independent opinions of independent directors on matters related to the eighth meeting of the third board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the Jiangsu Gian Technology Co.Ltd(300709) articles of association According to the provisions of Jiangsu Gian Technology Co.Ltd(300709) independent director system and other relevant laws, regulations and rules, as the independent director of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as the “company”), based on our objective and independent judgment, we express the following independent opinions on the matters related to the eighth meeting of the third board of directors of the company:
1、 Independent opinions on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
After examination, we believe that according to 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 and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, and in combination with the actual situation of the company, we unanimously believe that the company meets the qualifications and conditions for issuing convertible corporate bonds to unspecified objects. We express our independent opinion that the company meets the conditions for issuing convertible corporate bonds to unspecified objects.
2、 Independent opinions on the company’s plan to issue convertible corporate bonds to unspecified objects
After examination, we believe that: after examination, the company’s proposal on issuing convertible corporate bonds to unspecified objects this time is formulated in combination with the actual situation of the company’s operation and development. The implementation of the proposal is conducive to improving the company’s profitability and enhancing market competitiveness, Comply 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 and registration of companies listed on GEM (for Trial Implementation) and other relevant laws, regulations, rules and normative documents, comply with the long-term development of the company and the interests of all shareholders, and do not damage the company The interests of the company’s shareholders, especially the minority shareholders. We unanimously agree to the plan prepared by the company to issue convertible corporate bonds to unspecified companies.
3、 Independent opinions on the company’s plan to issue convertible corporate bonds to unspecified objects
After examination, we believe that the company’s plan for issuing convertible corporate bonds to unspecified objects complies with the provisions of relevant laws, regulations, rules and normative documents such as 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 and registration of companies listed on the gem (for Trial Implementation), Comprehensively considering the current situation and development trend of the industry, combined with the current situation and development strategy of the company, this paper fully explains the impact of issuing convertible corporate bonds to unspecified objects on the company, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agree that the company plans to issue convertible corporate bonds to unspecified objects this time.
4、 After reviewing the independent opinions on the demonstration and analysis report of the company’s issuance of convertible corporate bonds to non-specific objects, we believe that the demonstration and analysis report of Jiangsu Gian Technology Co.Ltd(300709) issuance of convertible corporate bonds to non-specific objects prepared by the company is of great significance to the use and investment plan of the raised funds, the background and necessity of the investment project of the raised funds The feasibility of the implementation of the investment project with raised funds has been fully explained in detail, which is conducive to investors’ comprehensive understanding of the issuance of convertible corporate bonds to unspecified objects, which is in line with the company’s development strategy and shareholders’ interests, there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and in line with relevant laws, regulations Regulations, normative documents and relevant provisions of the articles of association. We unanimously agree with the demonstration and analysis report of Jiangsu Gian Technology Co.Ltd(300709) issuing convertible corporate bonds to unspecified objects prepared by the company.
5、 Independent opinions on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
After review, we believe that the feasibility analysis report on the use of Jiangsu Gian Technology Co.Ltd(300709) convertible corporate bonds issued to unspecified objects prepared by the company has fully explained the basic situation of the project, the necessity of project construction, the scale and content of project construction and other related matters in detail, It is helpful for investors to have a comprehensive understanding of the company’s issuance of convertible bonds to unspecified objects. The purpose of the investment project of the raised funds is in line with the provisions of relevant national policies, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders. We unanimously agree to the feasibility analysis report on the use of funds raised by Jiangsu Gian Technology Co.Ltd(300709) issuing convertible corporate bonds to unspecified objects prepared by the company.
6、 Independent opinions on the report on the use of the company’s previously raised funds
After review, we believe that after reviewing the special report on the use of the previously raised funds prepared by the company and the verification report on the use of the previously raised funds issued by zhongxinghua Certified Public Accountants (special general partnership), we believe that the company strictly abides by the relevant provisions on the deposit and use of the raised funds, and the disclosed information on the use of the raised funds is true and reliable Accurate and complete, and there is no violation of the deposit and use of raised funds. We unanimously agree to the special report on the use of the previously raised funds and the verification report on the use of the previously raised funds.
7、 Independent opinions on the impact of diluting the immediate return by issuing convertible corporate bonds to unspecified objects on the company’s main financial indicators and the measures taken by the company and the commitments of relevant entities
After review, we believe that the company has analyzed the impact of the issuance of convertible corporate bonds to unspecified objects on the dilution of immediate return and put forward specific measures to fill the return. The relevant subjects have made commitments to the practical implementation of the company’s measures to fill the return. These measures are practical and feasible, which is conducive to protecting the legitimate rights and interests of investors, There is no situation that damages the interests of the company or all shareholders. We unanimously agree on the impact of the company’s issuance of convertible corporate bonds to unspecified objects on the company’s main financial indicators and the measures taken by the company and the commitments of relevant entities.
8、 Independent opinions on the planning of shareholders’ dividend return in the next three years (2022-2024)
After review, we believe that the shareholders’ dividend return plan for Jiangsu Gian Technology Co.Ltd(300709) the next three years (2022-2024) prepared by the company complies with the provisions of relevant laws, regulations, normative documents, the articles of association and the actual situation of the company, takes full account of the needs of the company’s sustainable development and the willingness of the majority of shareholders to obtain reasonable investment return, and establishes a continuous, stable A scientific return mechanism is conducive to protecting the interests of shareholders, especially small and medium-sized shareholders. We unanimously agree on the relevant contents of the company’s shareholder dividend return plan for the next three years.
9、 Independent opinions on the meeting rules of convertible bondholders of the company
After review, we believe that the content of the Jiangsu Gian Technology Co.Ltd(300709) convertible bondholders’ meeting rules prepared by the company is legal and compliant, which reasonably protects the rights and interests of bondholders and takes into account the interests of the company and all shareholders.
We unanimously agree on the rules of the meeting of holders of convertible corporate bonds issued to unspecified objects.
10、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the issuance of convertible corporate bonds to unspecified objects
After examination, we believe that in order to ensure the smooth issuance of convertible corporate bonds to unspecified objects, in accordance 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 and registration of companies listed on GEM (for trial Implementation) and other laws and regulations and the relevant provisions of the articles of association, We unanimously agree that the board of directors requests the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of the company’s issuance of convertible corporate bonds to unspecified objects.
11、 Independent opinions on the proposed purchase of directors, supervisors and senior managers’ liability insurance
After review, we believe that the company plans to purchase liability insurance for directors, supervisors and senior managers, which is conducive to improving the company’s risk control system, protecting the rights and interests of the company and its directors, supervisors and senior managers, promoting the relevant responsible personnel to fully exercise their rights and perform their duties, and promoting the healthy development of the company, without damaging the interests of the company and all shareholders, The deliberation procedure is legal and compliant, so we agree to submit the proposal directly to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on providing guarantee for wholly-owned subsidiaries
After examination, we believe that this guarantee complies with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the articles of association, the company’s external guarantee management system and so on. The guarantee is to meet the normal production and operation needs and capital needs of the company’s subsidiaries. The guarantee risk is controllable and there is no damage to the interests of the company and shareholders. Therefore, we agree to this guarantee.
13、 Independent opinions on applying for the credit line of M & a loan from the bank
After review, we believe that the company’s application for M & a loan credit line from the bank meets the company’s long-term development planning and financing needs, and is conducive to the company’s long-term development. This application for M & a loan credit will not bring significant financial risks to the company, and there is no situation damaging the interests of the company and all shareholders. The pledge guarantee required for this application for loan will not affect the production and operation of the company.
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(there is no text on this page, which is the signature page of Jiangsu Gian Technology Co.Ltd(300709) independent directors’ independent opinions on matters related to the eighth meeting of the third board of directors) independent directors:
Zhou Jian, Liu Yongbao, Wang census February 16, 2022
