Jinlei Technology Co.Ltd(300443) independent director
Independent opinions on matters related to the 7th Meeting of the 5th board of directors
In accordance with the guiding opinions on the establishment of independent director system in 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 other relevant laws of China Securities Regulatory Commission In accordance with the provisions of laws and regulations and normative documents, as well as the provisions of the articles of association and the working system of independent directors, we, as independent directors of the company, in line with the principle of being responsible to all shareholders and the company, based on the position of seeking truth from facts and independent judgment, adhere to a scientific and rigorous working attitude, and make comments on the relevant matters of the seventh meeting of the Fifth Board of directors of the company, Express the following independent opinions:
1、 Special instructions and independent opinions on the occupation of the company's funds and the company's external guarantees by the controlling shareholders, actual controllers and other related parties in 2021
1. Special description
During the reporting period, the company did not occupy the company's funds by controlling shareholders, actual controllers and other related parties. The company also does not have the controlling shareholders, actual controllers and other related parties occupying the company's funds that occurred in previous years and accumulated to December 31, 2021.
During the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties, any legal entity or individual. The company also has no external guarantee that occurred in previous years and accumulated to December 31, 2021.
2. Independent opinion
After verification, we agree that in 2021, the company strictly complied with the company law, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association and the external guarantee management system, and there was no situation in which the controlling shareholders, actual controllers and other related parties occupied the company's funds, There is no external guarantee.
2、 Independent opinions on 2021 profit distribution plan
The board of directors of the company has comprehensively considered the company's future development plan and capital arrangement, and the plan for no profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, does not damage the rights and interests of minority shareholders, and is conducive to the long-term development of the company, Therefore, we unanimously agree to the plan of no profit distribution in 2021 proposed by the board of directors.
3、 Independent opinions on the annual deposit and actual use of raised funds
After verification, we believe that in 2021, the company performed the legal procedures on the storage and use of raised funds in strict accordance with the requirements of relevant laws, administrative regulations, normative documents and relevant systems of the company, and disclosed the details to the majority of investors in a timely, accurate and complete manner. There was no illegal use of raised funds or disguised change in the purpose of raised funds, Nor does it harm the interests of shareholders of the company, especially small and medium-sized investors.
4、 Independent opinions on the self-evaluation report of the company's internal control in 2021 the company has established a standardized corporate governance structure, a relatively perfect internal control system and a standardized operation of the company in accordance with the requirements of relevant laws and regulations such as the company law, the securities law and the basic norms of enterprise internal control. We believe that the company's self-evaluation report on internal control in 2021 truthfully reflects the construction and operation 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.
5、 Independent opinions on using idle self owned funds to purchase financial products
After verification, the decision-making procedure of the company's proposal to use idle self owned funds to purchase financial products complies with relevant provisions such as the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association and the management system of foreign investment. At present, the company is in good operation and stable financial condition. On the premise of ensuring the normal operation capital demand of the company, using some of its own funds to invest in financial products with high safety and good liquidity is conducive to improving the use efficiency of the company's own funds and increasing capital income, which is in line with the interests of the company and does not affect the normal development of the company's main business, There is also no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In view of this, we agree that the company will use idle self owned funds with a quota of no more than 300 million yuan to purchase financial products. The validity period is one year from the date of deliberation and approval by the board of directors, and the investment period of a single financial product shall not exceed 12 months. Within the above quota and period, the funds can be used on a rolling basis. (no text below)
(there is no text on this page, which is the signature page of Jinlei Technology Co.Ltd(300443) independent director's independent opinions on matters related to the seventh meeting of the Fifth Board of directors) independent director: Yang Xiaosheng, Luo Xinhua
February 25, 2022
