Beijing Tongtech Co.Ltd(300379)
Opinions of independent directors on matters related to the 23rd Meeting of the Fourth Board of directors
separate opinion
In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the rules for the independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – the standard operation of companies listed on the gem and the Beijing Tongtech Co.Ltd(300379) articles of Association (hereinafter referred to as the “articles of association”) As an independent director of Beijing Tongtech Co.Ltd(300379) (hereinafter referred to as “the company”), based on the position of independent judgment, we express independent opinions on relevant matters submitted to the 23rd Meeting of the Fourth Board of directors of the company for deliberation as follows:
1. Independent opinions on the termination of the company’s previous non-public offering of shares, withdrawal of application documents and re declaration due to changes in the capital market environment and comprehensive consideration of the company’s own actual situation, development planning and other factors, after full communication and careful demonstration with relevant parties, We believe that the company intends to apply to Shenzhen Stock Exchange to terminate the previous issue of shares to specific objects, withdraw the application documents, and resubmit the application materials for issuing shares to specific objects to Shenzhen Stock Exchange as soon as possible after modifying and adjusting the plan, which will not have a significant impact on the normal operation and sustainable and stable development of the company, and will not damage the company, its shareholders Especially the interests of minority shareholders. Therefore, we unanimously agree on this matter.
2. Independent opinions on the termination agreement of the share subscription agreement signed between the company and specific objects
On March 1, 2022, the company signed the agreement on termination of Beijing Tongtech Co.Ltd(300379) share subscription agreement and supplementary agreement with effective conditions with Mr. Huang Yongjun and China Mobile Capital Holding Co., Ltd. (hereinafter referred to as “China mobile capital”). The signing of the agreement is the true expression of intention of both parties, The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on this matter.
3. Independent opinions on the termination of the strategic cooperation agreement signed between the company and specific objects
On March 1, 2022, the company signed the termination agreement of strategic cooperation agreement with entry into force conditions with China mobile capital. The signing of the agreement is the true expression of intention of both parties. The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no damage to the interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on this matter.
4. Independent opinions on the termination of the company’s previous non-public offering of shares and the related party transactions involved in the withdrawal of the application documents
The company signed the termination agreement on Beijing Tongtech Co.Ltd(300379) conditional share subscription agreement and supplementary agreement with Mr. Huang Yongjun on March 1, 2022. Since Mr. Huang Yongjun is the controlling shareholder and actual controller of the company, the above matters constitute related party transactions, which comply with relevant national laws and regulations and the articles of Association, There is no situation that damages the interests of the company, shareholders, especially minority shareholders. Therefore, we unanimously agree on this matter.
5. Independent opinions on the company meeting the conditions for issuing shares to specific objects
In accordance with the provisions and requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, we have conducted verification in accordance with the requirements of relevant qualifications and conditions for listed companies to issue domestic listed RMB common shares to specific objects, Considers that the company has met the conditions for issuing domestic listed RMB ordinary shares to specific objects, and agrees to submit the matter to the general meeting of shareholders of the company for deliberation.
6. Independent opinions on the company’s plan to issue shares to specific objects
The company’s stock issuance plan to specific objects is formulated in combination with the actual situation of the company’s operation and development. The implementation of the plan is conducive to improving the company’s profitability and enhancing market competitiveness, Comply with the provisions of relevant laws, regulations, rules and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the Q & A on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies, It is in line with the long-term development of the company and the interests of all shareholders. Therefore, we unanimously agree to the company’s plan to issue shares to specific objects this time, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7. Independent opinions on the demonstration and analysis report of the company’s stock issuance scheme to specific objects
The demonstration and analysis report of the company’s stock issuance scheme to specific objects fully demonstrates the necessity and feasibility of this issuance, which is in line with the current market situation and the actual situation of the company. The investment projects raised by this issuance comply with the provisions of relevant national policies, the current situation and development trend of the company’s industry, and the actual situation and long-term development objectives of the company, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agree to the company’s plan to issue shares to specific objects this time, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
8. Independent opinions on the company’s plan to issue shares to specific objects and list on the gem
The company’s plan for issuing shares to specific objects and listing on the gem complies with the provisions and requirements of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of Companies listed on the gem (for Trial Implementation), and is in line with the long-term development of the company, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. We unanimously agreed to the company’s plan to issue shares to specific objects and list on the gem, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
9. Independent opinions on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects
We believe that the investment project of the company’s raised funds complies with the provisions of relevant national policies, the current situation and development trend of the company’s industry, the actual situation and long-term development objectives of the company, and the interests of the company’s shareholders. We unanimously agree to the feasibility analysis report on the use of funds raised by Beijing Tongtech Co.Ltd(300379) issuing shares to specific objects prepared by the company, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
10. Independent opinions on the report on the use of the company’s previously raised funds
After deliberation, we believe that the report on the use of Beijing Tongtech Co.Ltd(300379) previously raised funds prepared by the company is true, accurate and complete, free from false records, misleading statements and major omissions, and in line with the relevant provisions of the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, There are no irregularities in the deposit and use of raised funds.
Dahua Certified Public Accountants (special general partnership) issued the verification report on the use of Beijing Tongtech Co.Ltd(300379) previously raised funds on this report. We agree to submit the matter to the general meeting of shareholders of the company for deliberation.
11. Independent opinions on the risk prompt of diluting the immediate return by issuing shares to specific objects, the filling measures and the commitments of relevant subjects
According to the guiding opinions on matters related to the dilution of immediate return in initial public offering, refinancing and major asset restructuring, the company has made a serious, prudent and objective analysis on the impact of this issuance to specific objects on the dilution of immediate return, and put forward specific measures to fill in the return, including the controlling shareholders, actual controllers, directors Senior managers make relevant commitments on filling measures, which is conducive to protecting the legitimate rights and interests of investors, and there is no situation that damages the interests of the company or all shareholders. We unanimously agree that the company will issue shares to specific objects to dilute the risk prompt of immediate return, take filling measures and relevant commitments made by relevant subjects to the filling measures, and agree to submit the matter to the general meeting of shareholders of the company for deliberation. 12. Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of this issuance of shares to specific objects
The company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the matters related to the issuance of shares to specific objects, which is conducive to promoting the efficient handling of the company’s issuance of shares to specific objects, and complies with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association, There is no situation that damages the interests of the company and shareholders. We unanimously agreed to the proposal that the general meeting of shareholders authorize the board of directors and its authorized persons to fully handle the specific matters of issuing shares to specific objects, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
13. Opinions of shareholders on the future dividend plan of the company (20222023)
The proposal submitted by the company on the company’s shareholder dividend return planning for the next three years (20222024) complies with the notice on further implementing the matters related to cash dividends of listed companies and the articles of Association issued by the CSRC, which is conducive to further enhancing the transparency of the company’s cash dividends and improving the company’s dividend decision-making and supervision mechanism, Maintain the continuity and stability of profit distribution policies, protect the legitimate rights and interests of investors, and facilitate investors to form stable return expectations. We unanimously agreed to the proposal on the planning of shareholders’ dividend return in the next three years (20222024) and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
14. Independent opinions on the company applying for comprehensive credit from the bank and the actual controller providing guarantee and connected transactions for the company
Due to the needs of business development, the company applied to Citibank China Limited Beijing Branch for a comprehensive credit line of RMB 30 million with no fixed term, and Mr. Huang Yongjun, the actual controller, provided personal unlimited joint and several liability guarantee. No guarantee fee will be charged for the above guarantee.
As Mr. Huang Yongjun is the actual controller, chairman and general manager of the company, and Mr. Huang Yongjun is the related party of the company according to the regulations of Shenzhen Stock Exchange GEM Listing Rules, the above joint and several liability guarantee matters constitute related party transactions.
Mr. Huang Yongjun, the actual controller of the company, provides guarantee for the company to apply for comprehensive credit from the bank. It is a normal guarantee behavior, which is conducive to the development of the company and the long-term interests of the company. The related party transaction company is the beneficiary and there is no transfer of interests, which is in line with the interests of the company and all shareholders and will not damage the interests of minority shareholders.
When the board of directors considered the above connected transactions, the connected directors avoided voting, and the voting procedures of the meeting were in line with the provisions of relevant laws and regulations and the articles of association. We agree on this related party transaction.
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Independent directors: Ding Yun, fan Guifu, Cheng Xianquan March 1, 2022
