Beijing Tongtech Co.Ltd(300379)
Report of independent directors on the 23rd Meeting of the 4th board of directors
Prior approval opinions on relevant matters
In accordance with the relevant provisions of the company law of the people’s Republic of China, the standards for the governance of listed companies, the rules for independent directors of 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 – standard operation of GEM listed companies and the Beijing Tongtech Co.Ltd(300379) articles of association, As an independent director of Beijing Beijing Tongtech Co.Ltd(300379) Technology Co., Ltd. (hereinafter referred to as “the company”), after carefully reviewing the relevant materials submitted to us by the board of directors of the company and making necessary inquiries and preliminary examination to the directors, senior managers and relevant staff of the company on the relevant situation, based on objective and independent judgment, We express our prior approval as follows:
1. 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.
2. 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.
3. The company’s relevant plans and plans for the issuance of shares to specific objects comply with 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 registration of companies listed on the gem (for Trial Implementation), the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies and other laws According to the regulations and normative documents, the pricing mechanism is fair, the scheme is reasonable and feasible, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
4. Through the self-examination of the company’s actual operation and related matters, we believe that the company meets the current relevant provisions on issuing domestic listed RMB common shares to specific objects and is qualified to issue A-Shares to specific objects. 5. The demonstration and analysis report of the company’s stock issuance scheme to specific objects and the feasibility analysis report of the use of raised funds fully demonstrate 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 of raised funds in this issuance comply with the provisions of relevant national policies and the current situation and development trend of the company’s industry, In line with the actual situation and long-term development objectives of the company, 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.
6. The report on the use of Beijing Tongtech Co.Ltd(300379) previously raised funds prepared by the company is true and complete, meets the requirements of the provisions on the report on the use of previously raised funds, truthfully reflects the deposit and actual use of the company’s raised funds, and the company has no relevant violations of laws and regulations. The use of the company’s previously raised funds complies with the provisions of laws, regulations and normative documents 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. 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.
7. According to 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 [20131110) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and 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 laws, regulations The regulations and other normative documents have made the risk prompt of diluting the immediate return and formulated specific measures to fill the return. The controlling shareholders, actual controllers, directors and senior managers of the company and other relevant subjects have made relevant commitments on the above measures. The above relevant measures and commitments comply with the provisions of relevant laws and regulations and the articles of association, and are conducive to protecting the interests of the company’s shareholders.
8. 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, especially the interests of minority shareholders.
9. 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.
In conclusion, we agree to submit the above matters to the 23rd Meeting of the Fourth Board of directors for deliberation.
(no text below)
Independent directors: Ding Yun, fan Guifu, Cheng Xianquan March 1, 2022
