Beijing Yjk Building Software Co.Ltd(300935) independent director
Independent opinions on matters related to the ninth meeting of the third board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, As an independent director of Beijing Yjk Building Software Co.Ltd(300935) (hereinafter referred to as “the company”), based on the principle of prudence and independent judgment, we hereby express the following independent opinions on relevant matters of the ninth meeting of the third board of directors of the company:
1、 Independent opinions on adjusting the grant price of restricted stock incentive plan in 2021
After verification, we believe that the adjustment of the grant price of restricted shares of the company complies with the provisions on the adjustment method of the grant price in the administrative measures for equity incentive of listed companies and the incentive plan of the company. The adjustment is within the scope of the matters authorized by the board of directors at the 2020 annual general meeting of shareholders of the company, and the necessary approval procedures have been performed, The adjustment of the grant price is legal and effective. The voting procedures comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the articles of association. We agree that the company will adjust the grant price of the restricted stock incentive plan in 2021.
2、 Independent opinions on granting restricted shares to incentive objects for the first time
After verification, we believe that:
1. According to the authorization of the company’s 2020 annual general meeting of shareholders, the board of directors determined that the grant date of some restricted shares reserved in the incentive plan is February 22, 2022, which is in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (Draft). 2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects reserved for the grant of some restricted shares in the incentive plan meet the incentive object conditions specified in the administrative measures and other relevant laws, regulations and normative documents, there is no situation that they cannot become incentive objects specified in the administrative measures, and meet the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its summary, The subject qualification as the incentive object of the incentive plan is legal and effective. 4. The conditions for granting some restricted shares reserved in the incentive plan have been fulfilled.
5. The company has no plans or arrangements to provide loans, loan guarantees or other forms of financial assistance to the incentive objects granted with reserved part of restricted shares.
6. The company’s implementation of this incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we agree that the grant date of some restricted shares reserved in the incentive plan is February 22, 2022, and agree to grant 149000 class II restricted shares to 78 incentive objects who meet the grant conditions.
3、 Independent opinions on using self owned funds for entrusted financial management
After verification, we believe that the company is in good financial condition. On the premise of complying with national laws and regulations and ensuring the normal operation and capital safety of the company, using its own funds for entrusted financial management is conducive to improving the efficiency of capital use and obtaining investment return, will not adversely affect the normal business activities of the company, and will not damage the company and all shareholders, Especially for the interests of minority shareholders, the relevant approval procedures are legal and compliant, and the internal control procedures are sound. We agree that the company will use its own funds for entrusted financial management this time.
4、 Independent opinions on using idle raised funds for cash management
After verification, we believe that under the condition of ensuring that the construction of investment projects with raised funds is not affected, the normal operation of the company is not affected and the safety of funds is ensured, the company uses the temporarily idle raised funds for cash management, which is conducive to improving the use efficiency of funds, better maintaining and increasing the value of the company’s cash and protecting the interests of the company’s shareholders.
The above matters of the company comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM and the company’s raised funds management system The requirements of relevant laws, regulations and rules are in line with the interests of the company and all shareholders, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will use idle raised funds for cash management this time.
5、 Independent opinions on using some over raised funds to permanently supplement working capital
After verification, we believe that the company’s use of over raised funds for permanent replenishment of working capital is conducive to meeting the demand for working capital, Comply with the requirements of relevant laws, regulations and rules, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the company’s management system for raised funds, It will not conflict with the implementation plan of the investment project with raised funds, affect the normal implementation of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The relevant examination and approval procedures are legal and compliant. We agree that the company will use the over raised funds to permanently supplement the working capital.
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(there is no text on this page, which is the signature page of Beijing Yjk Building Software Co.Ltd(300935) independent directors’ independent opinions on matters related to the ninth meeting of the third board of directors) signature of independent directors:
Chen Yujun, Feng Yujun, Wang Zhicheng
February 22, 2022
