Goldcard Smart Group Co.Ltd(300349)
Independent directors’ opinions on the second meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of the company in accordance with the guidelines for the standardized operation of companies listed on the gem, the Listing Rules of stocks on the gem, the guiding opinions on the establishment of independent director system in listed companies and Goldcard Smart Group Co.Ltd(300349) (hereinafter referred to as the “company”) independent director system of Shenzhen stock exchange, We reviewed the matters related to the second meeting of the Fifth Board of directors and issued the following independent opinions: I. independent opinions on the implementation of the company’s daily connected transactions in 2021 and the daily connected transactions plan in 2022
After careful investigation and verification of the implementation of the company’s daily related party transactions in 2021 and the daily related party transactions plan in 2022, we believe that the transactions between the company and related parties are necessary for daily operation, the related party transactions have performed the necessary review procedures, comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and the voting results are legal Effective. The pricing of related party transactions is fair and reasonable, there is no damage to the interests of the company and all shareholders, and will not affect the independence of the company or adversely affect the company’s ability to continue operation. We agree with the expected events of related party transactions of the company. At the same time, through the verification of the large difference between the actual situation and the expected situation of daily related party transactions, we believe that the explanation of the board of directors of the company on the large difference between the actual situation and the expected situation of daily related party transactions in 2021 is in line with the actual situation of the company. The transaction between the company and related parties is the normal production and operation behavior of the company, and the transaction follows the principles of fairness, impartiality and fairness Based on the principle of openness, there is no act that damages the interests of the company and all shareholders.
2、 Independent opinions on the prediction of the company’s external guarantee amount in 2021
In order to meet the production and operation capital needs of all wholly-owned subsidiaries in 2022, the company plans to provide joint and several guarantee liability guarantee for the subsidiaries to apply to the bank for a comprehensive credit line with a total amount of no more than 1.75 billion yuan. We believe that the guarantee provided by the company to its subsidiaries is for the actual business needs and is in line with the fundamental interests of the company. There is no situation that damages the interests of the company and minority shareholders. At present, the company is in good financial condition, with strong anti risk ability and the ability to repay due debts. In view of this, we agree that the company will provide joint and several liability guarantee for its subsidiaries and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on using idle self owned funds for cash management
Without affecting the company’s daily working capital needs, the company uses its own funds for cash management, which is conducive to improving the use efficiency of its own funds and obtaining more return on investment for the company and shareholders. The decision-making procedures of the company’s cash management this time comply with the requirements of relevant laws, regulations and rules such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the standardized operation of GEM listed companies, and are in line with the interests of the company and all shareholders. There is no situation that damages the interests of shareholders, especially small and medium-sized shareholders.
4、 Independent opinions on the remuneration of directors, supervisors and senior managers in 2022
We believe that the remuneration plan for directors, supervisors and senior managers formulated by the company in 2022 complies with the provisions of relevant laws and regulations and the articles of association, the relevant incentive and assessment system of the company, the actual operation and management of the company, and helps to improve the overall management level of the company. We agree to the remuneration plan and submit it to the general meeting of shareholders for deliberation.
(there is no text on this page, which is the signature page of Goldcard Smart Group Co.Ltd(300349) independent directors’ independent opinions on matters related to the second meeting of the Fifth Board of directors) signature of independent directors:
Chi Guojing, Ling Hong, Li Yuanpeng
February 17, 2022
