Shenzhen Click Technology Co.Ltd(002782)
Independent directors on the 4th board of directors
Independent opinions on relevant matters of the 11th meeting
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the articles of association of Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as the "articles of Association"), we are the independent directors of Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as the "company"), We have carefully reviewed the relevant matters considered at the 11th meeting of the Fourth Board of directors of the company, and based on our independent judgment, we express our independent opinions as follows:
1、 Independent opinions on the proposal on the company meeting the conditions for non-public development of A-share shares
After review, We believe that: according to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "administrative measures") and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules") And other regulations, the company has the conditions and qualifications for non-public offering of shares.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 After reviewing the independent opinions on the proposal on the company's non-public development of A-Shares and the proposal on < Shenzhen Click Technology Co.Ltd(002782) 2022 non-public development of a shares, we believe that the company's issuance plan and plan comply with the company law, the securities law, the measures for the administration of issuance, the implementation rules and other relevant laws According to the relevant provisions of the laws and regulations and the articles of association, the scheme of this issuance is feasible, comprehensively considers the company's industry and development stage, financing planning, financial status and capital demand, conforms to the current situation and development trend of the company's industry, and helps to optimize the company's capital structure, improve profitability and enhance the company's development potential, There is no behavior that damages the interests of the company and all its shareholders, especially the minority shareholders.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by non-public development banks
After review, we believe that the content of the feasibility analysis report on the use of Shenzhen Click Technology Co.Ltd(002782) non-public development bank stock raised funds prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The investment project of the raised funds complies with the relevant national industrial policies, the development trend of the company's industry and the company's future development plan. It has good market prospects and economic benefits, which is conducive to the company to further consolidate the industry status, improve the company's profitability, improve the company's financial situation and improve the company's ability to deal with the impact of the macro environment. The investment project of the raised funds is reasonable and feasible, which is in line with the interests of the company and all shareholders of the company.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on diluting the immediate return of A-Shares of non-public development banks and the company's filling measures and commitments of relevant subjects
After review, we believe that the company has analyzed the impact of this non-public offering of shares on the dilution of immediate return and put forward specific measures to fill the return. The controlling shareholders, actual controllers, directors and senior managers of the company have made corresponding commitments to the practical implementation of the company's measures to fill the return. The above measures and commitments comply with the relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other documents, The above-mentioned filling return measures are feasible, which is conducive to improving the business scale and operating efficiency of the company. The relevant subjects issued a commitment to ensure that the filling return measures can be effectively implemented, effectively protecting the interests of all shareholders.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on the company's dividend return plan for shareholders in the next three years (2022-2024)
After review, we believe that the shareholders' dividend return plan for Shenzhen Click Technology Co.Ltd(002782) the next three years (2022-2024) prepared by the company is in line with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by the CSRC The guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (announcement [2022] No. 3 of China Securities Regulatory Commission) and the articles of association and other relevant provisions. The plan is a stable and scientific shareholder dividend plan formulated by the company taking into account the actual operation and development of the enterprise, the current and future profit scale, cash flow status and other factors, It is conducive to the establishment of a sustained, stable and scientific return mechanism for investors, and there is no situation that damages the interests of the company and other shareholders of the company, especially the interests of minority shareholders.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors and its authorized persons to fully handle the specific matters of the company's non-public development of shares
After review, we believe that the proposal submitted by the board of directors to the general meeting of shareholders to authorize the board of directors to fully handle the matters related to the non-public offering is within the scope of powers of the general meeting of shareholders, and the relevant authorization arrangements are conducive to promoting the implementation of the non-public offering and the efficient and orderly handling of the offering, which is in line with the interests of the company and shareholders.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on Amending the articles of Association
After review, we believe that the revision of the articles of association of the company is an adaptive revision made in accordance with the actual situation of operation and management and the relevant provisions of the guidelines for the articles of association of listed companies (2022 Revision) (announcement [2022] No. 2 of China Securities Regulatory Commission). The revised articles of association are in line with the actual situation of the company. The amendment of the articles of association will not damage the interests of the company, shareholders, especially minority shareholders.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
Shenzhen Click Technology Co.Ltd(002782) independent directors: Tang Qiuying, Yan Lei and Chen Wei February 22, 2022
