Shanghai Nenghui Technology Co.Ltd(301046) independent director
On matters related to the 23rd Meeting of the second board of directors of the company
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as the “GEM Listing Rules”) As an independent director of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as the “company”), we are in accordance with relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation”) and the provisions of the working system of independent directors and the articles of association of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company”), After carefully reviewing the relevant materials, based on the independent position, we express the following opinions on the relevant matters of the 23rd Meeting of the second board of directors of the company:
1、 Independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company in 2021
In accordance with the provisions and requirements of the CSRC, such as the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee behavior of listed companies, and the guiding opinions on the establishment of independent director system by listed companies, We carefully checked the capital occupation and external guarantee of the company’s controlling shareholders and other related parties in 2021, and issued the following special instructions and independent opinions:
(I) in 2021, the capital transactions between the company and its controlling shareholders and other related parties strictly complied with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the relevant provisions of Shenzhen Stock Exchange, and there was no occupation of non operating funds by its controlling shareholders, actual controllers and other related parties, There is also no illegal occupation of the company’s funds by the controlling shareholders and other related parties in previous years and accumulated to December 31, 2021.
(II) in 2021, the company did not provide guarantees for controlling shareholders, actual controllers and their related parties, nor did it provide guarantees for controlling shareholders, actual controllers and their related parties that occurred in the previous period and continued to the reporting period. As of December 31, 2021, the guarantee balance of the company to its subsidiaries is 50 million yuan, and the company does not provide external guarantee for companies other than its subsidiaries.
2、 Independent opinions on the company’s profit distribution plan in 2021
After review, we believe that the company’s profit distribution plan for 2021 proposed by the board of directors complies with relevant laws, regulations and normative documents such as the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, standardized operation and the articles of association, and comprehensively considers the return of shareholders, the actual operation and long-term development of the company, It is conducive to better safeguard the long-term interests of the company and shareholders, and there is no situation that damages the interests of shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to the company’s 2021 profit distribution plan and submit it to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinion on self-evaluation report of internal control in 2021
After review, we believe that the company has established and effectively implemented a relatively perfect internal control system in accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies, the basic norms of enterprise internal control and so on, The company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. The 2021 internal control self evaluation report comprehensively, objectively and truly reflects the real situation of the company’s internal control. The internal control system is sound, reasonable and effective, and there are no obvious weak links and major defects.
Therefore, we unanimously agree on the matters related to the self-evaluation report on internal control in 2021.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After review, we believe that the special report on the deposit and use of raised funds in 2021 prepared by the company in combination with the actual situation complies with the company law, the securities law and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The provisions of relevant laws, regulations and normative documents such as the GEM Listing Rules, standardized operation and the measures for the administration of Shanghai Nenghui Technology Co.Ltd(301046) raised funds. The contents of the special report on the deposit and use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements and major omissions. There are no violations in the deposit, use, management and disclosure of raised funds in 2021, nor do they damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, we unanimously agree on the special report on the deposit and use of raised funds in 2021.
5、 Independent opinions on the renewal of accounting firm
After verification, we believe that Zhonghui Certified Public Accountants (special general partnership) has many years of experience in providing audit services for listed companies and sufficient independence, professional competence and investor protection ability. During its tenure as the company’s audit institution, it can scrupulously abide by its duties, adhere to the principles of independence, objectivity and impartiality, and diligently perform its audit duties. The deliberation procedure of this matter complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders.
Therefore, the independent directors unanimously agreed that the company would continue to employ Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agreed to submit the matter to the company’s 2021 annual general meeting for deliberation. 6、 Independent opinions on the company and its subsidiaries applying for credit from the bank and providing guarantee for subsidiaries in 2022
In 2022, the company and its subsidiaries applied to the bank for credit extension and provided guarantee for its subsidiaries in order to alleviate the capital pressure on the daily business activities of the company and its subsidiaries, which is conducive to the sustainable development of the company’s business and does not damage the interests of the company and shareholders. This guarantee is to provide guarantee for wholly-owned subsidiaries, and its risk is within the controllable range. The deliberation and voting procedures of the board of directors on the proposal comply with the provisions of the articles of association and relevant laws and regulations. We unanimously agree that the company and its subsidiaries will apply for credit from the bank and provide guarantee for the subsidiaries in 2022, and submit the matter to the general meeting of shareholders for deliberation.
7、 Independent opinions on using idle self owned funds to purchase financial products
According to the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, after verification, the independent directors believe that the company’s plan to use idle self owned funds to purchase financial products this time complies with the provisions of relevant laws and regulations, At present, the company is in good operation, stable financial condition and abundant funds. On the premise of not affecting the capital demand of normal operation and effectively controlling risks, the company uses idle self owned funds to purchase financial products, which is conducive to improving the use efficiency of idle funds and increasing the company’s income, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, the independent directors unanimously agreed that the company can use idle self owned funds to purchase financial products with high safety and good liquidity without affecting the normal operation of the company and effectively controlling risks, and agreed to submit the matter to the 2021 annual general meeting of shareholders for deliberation.
8、 After verification, we believe that the contents of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance are in line with the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) The rules of Shenzhen stock exchange for the examination and approval of securities issuance and listing of companies listed on the gem, the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the provisions of the articles of association are legal and effective, The general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through summary procedures, which is conducive to the sustainable development of the company and does not harm the interests of minority shareholders.
Therefore, we unanimously agree that the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance.
Independent directors: Wang Fang, Liu Dunnan, Zhang MEIXIA February 24, 2022
