Shenzhen Xfh Technology Co.Ltd(300890)
About the 13th meeting of the second board of directors by independent directors
Independent opinions on relevant matters
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, the articles of association of Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as the "company") and the company's independent director working system, we are independent directors of the company, After careful verification of relevant matters of the company and based on the position of independent judgment, the following independent opinions are expressed on relevant proposals considered at the 13th meeting of the second board of directors of the company and relevant matters in 2021 (hereinafter referred to as "the reporting period"):
1、 Independent opinions on the proposal on no profit distribution of the company in 2021
After careful consideration of the proposal on whether the company intends to make profit distribution in 2021, we believe that the company intends not to make profit distribution. After careful consideration of the company's development plan and capital arrangement by the company's board of directors, there is a clear use plan, which is in line with the company law, accounting standards for business enterprises The relevant provisions on profit distribution in the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and the articles of association of the CSRC are in line with the actual operation and financial situation of the company, There is no damage to the interests of the company and minority shareholders.
We unanimously agreed to the proposal on no profit distribution in 2021 and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the proposal on renewing the appointment of accounting firms
Zhonghua Certified Public Accountants (special general partnership) has the qualification of securities service institution in accordance with the securities law, and can meet the company's audit requirements in 2022 in terms of independence, professional competence and investor protection. Zhonghua Certified Public Accountants (special general partnership) fulfilled its duties in the 2021 audit, followed the independent, objective and fair professional standards, had good professional ethics and professional quality, and had strong professional ability, and completed the 2021 audit of the company. In order to ensure the soundness and continuity of the company's audit work in 2022, we agree to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022, and agree to submit the proposal to the company's general meeting for deliberation. The review procedures of the company's renewed appointment of the audit institution in 2022 comply with relevant laws, regulations, normative documents and the articles of association, and will not damage the interests of the company and minority shareholders.
3、 Opinions on the application for independent financing line of subsidiaries in 2022
The company has obtained a certain credit line, which is conducive to ensuring the capital demand of the company's business development; The company is in good financial condition and has solvency. The guarantee provided by the company to the subsidiaries within the scope of consolidated statements is based on the needs of the daily business of the subsidiaries. The subsidiaries are in stable operation, good credit status and controllable guarantee risk. The above guarantee matters do not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree that the company and its subsidiaries intend to apply for a comprehensive credit line of no more than RMB 1.8 billion from banks and other financial institutions by providing mortgage guarantee for their own assets (including but not limited to real estate, land, equipment, accounts receivable, etc.) and mutual insurance between parent and subsidiary companies, and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the notes on the occupation of funds by controlling shareholders and other related parties in 2021
According to the requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee behavior of listed companies (hereinafter referred to as the "notice on regulating guarantee") and other regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), The company has carefully understood and verified the occupation of the company's funds by the controlling shareholders and related parties during the reporting period, and issued independent opinions as follows: as of December 31, 2021 (hereinafter referred to as the "end of the reporting period"), there was no illegal occupation of the company's funds by the controlling shareholders and other related parties. 5、 Independent opinions on the special report on the deposit and use of the company's raised funds in 2021
After consulting the company's special report on the storage and use of raised funds in 2021 and relevant materials, we believe that:
The deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. There is no violation of the deposit and use of raised funds, and there is no damage to the interests of the company, its shareholders, especially small and medium-sized shareholders. The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company truly, accurately and completely reflects the actual deposit and use of raised funds in 2021.
To sum up, we agree with the company's special report on the deposit and use of raised funds in 2021. 6、 Independent opinions on the proposal on early general election of the board of directors and nomination of candidates for non independent directors of the third board of directors
After careful review, we believe that the company's early general election complies with relevant laws and regulations, normative documents and the relevant provisions of the articles of association. The deliberation and voting procedures of the general election of non independent directors of the board of directors are legal and compliant, and there is no situation that damages the legitimate interests of shareholders, especially the interests of small and medium-sized investors. Mr. Zhou Pengwei, Mr. Zhao Donghui, Mr. Ye Wenguo, Ms. Wu Fang, Mr. Chen Lei and Mr. Zhu genglin, the candidates for non independent directors of the third session of the board of directors of the company nominated this time, are not allowed to serve as directors of listed companies according to Article 146 of the company law, nor are they determined to be prohibited from entering the market by the CSRC and have not been lifted, He has not been punished or punished by China Securities Regulatory Commission and Shenzhen Stock Exchange, is not a "dishonest executee", and has the qualification and ability to serve as a non independent director of a listed company. We agree to recommend the above candidates as candidates for non independent directors of the third board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on the general election of the board of directors and the nomination of independent director candidates for the third board of directors
After reviewing the personal resumes, work resumes and other relevant materials of Mr. Li Xinlu, Ms. sun Junying and Mr. Si Xianli, it is not found that Mr. Li Xinlu, Ms. sun Junying and Mr. Si Xianli have violated the relevant provisions of the company law on the appointment of independent directors, nor have they been identified as market prohibited persons by the CSRC and are still in the period of prohibition. Mr. Li Xinlu, Ms. sun Junying and Mr. Si Xianli have no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company's shares, and have not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.5.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange (No. 2 - standardized operation of GEM listed companies).
We believe that the selection and employment of Mr. Li Xinlu, Ms. sun Junying and Mr. Si Xianli comply with the company law, the guidance on the establishment of independent director system in listed companies, the guidance on the training of senior managers of listed companies, the filing measures for independent directors of Shenzhen Stock Exchange and other relevant provisions. We agree that Mr. Li Xinlu, Ms. sun Junying and Mr. Si Xianli are candidates for independent directors of the company. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on resignation of the Secretary of the board of directors and appointment of a new secretary of the board of directors
The procedures for the appointment of directors and secretaries by the board of directors of the company comply with the relevant provisions of the company law and the articles of association, and the nominated directors and secretaries meet the requirements of relevant laws and regulations and the articles of Association for qualification. We agree that the board of directors shall appoint Ms. Li Yin as the Secretary of the board of directors of the company.
9、 Independent opinions on the proposal on signing the project investment agreement and foreign investment between the company and Shanghai Baoshan government
In order to accelerate the gathering of innovative resources and industrial resources of graphite and graphene new materials, promote the transformation of R & D achievements, and promote the large-scale, high-end and international development of the industry, the company plans to invest in relevant industries in Baoshan District, Shanghai. After careful verification, we agree that the decision-making procedure of the investment is in line with the provisions of relevant laws, regulations and the articles of association, It will not harm the interests of the company and all shareholders, especially minority shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal that the company meets the conditions for issuing shares to specific objects through summary procedures
In accordance 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 and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration on the gem"), the examination rules for securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "examination rules") and other relevant laws and regulations According to the provisions of departmental rules and normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company, we believe that the company meets the qualifications and conditions for issuing shares to specific objects through summary procedures. Therefore, we unanimously agree on this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the proposal on the company's plan to issue shares to specific objects through summary procedures
The company's plan to issue shares to specific objects through simple procedures complies with the provisions of relevant laws and regulations, 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 GEM (for Trial Implementation); The company's plan for issuing shares to specific objects covers such basic matters as the type and par value of the shares issued this time, the issuing method, the pricing benchmark date, the pricing principle and the issuing price, the number of shares issued, the issuing object and the subscription method, the sales restriction period, the arrangement for the distribution of the company's accumulated profits, the listing place, the validity period of the resolution on this issuance, the investment direction of the raised funds, etc. the issuance plan is comprehensive Complete, reasonable arrangement and operability. The investment direction of the raised funds conforms to the relevant national policies and the development direction of the company. After the completion of this issuance, it is conducive to improve the asset quality, improve the financial situation and enhance the sustainable profitability of the company, which is in line with the long-term development objectives of the company and the interests of all shareholders. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. Therefore, we unanimously agreed to submit the matter to the 2021 annual general meeting of shareholders. 12、 Independent opinions on the proposal on the company's plan to issue shares to specific objects through summary procedures
The plan of Shenzhen Xfh Technology Co.Ltd(300890) 2022 for issuing shares to specific objects by simple procedures prepared by the company for this issuance of shares to specific objects by simple procedures fully demonstrates the necessity of issuing shares to specific objects by comprehensively considering the company's industry and development stage, financing planning, financial status, capital demand and other conditions The rationality of the principles, basis, methods and procedures for pricing the shares issued to specific objects and the fairness and rationality of the stock issuance scheme to specific objects do not harm the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects through simple procedures in 2022
After reviewing the feasibility analysis report on the use of funds raised by issuing shares to specific objects in Shenzhen Xfh Technology Co.Ltd(300890) 2022 through simple procedures, we believe that the use of funds raised by the company to specific objects is in line with relevant national industrial policies and the overall development direction of the company in the future, and has good market prospects and economic benefits. After the funds raised from this issuance to specific objects are in place and used, it is conducive to improving the company's capital structure, reducing financial risks, improving profitability and promoting the sustainable and healthy development of the company's business. Therefore, we unanimously agree on this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the proposal on the demonstration and analysis report of the company's plan to issue shares to specific objects through summary procedures in 2022
After deliberation, we believe that the demonstration and analysis report of Shenzhen Xfh Technology Co.Ltd(300890) 2022 on the scheme of issuing shares to specific objects through simple procedures prepared by the company for this issuance of shares to specific objects through simple procedures combines the industry and development stage of the company, financing planning, financial status, capital demand and other conditions, and the demonstration and analysis is practical and detailed, which is in line with the actual situation of the company. Therefore, we unanimously agree on this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 Independent opinions on the proposal on the report on the use of the company's previously raised funds
After examination, we believe that the report on the use of Shenzhen Xfh Technology Co.Ltd(300890) previously raised funds prepared by the company is true, accurate and complete, free from false records, misleading statements and major omissions, in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations in the deposit and use of raised funds. Therefore, we unanimously agree on this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
16、 Independent opinions on the proposal on taking filling measures for diluting the immediate return by issuing shares to specific objects through summary procedures and the commitments of relevant subjects
The company analyzed the impact on the company's financial indicators of the diluted immediate return of shares issued to specific objects in a simple procedure, and put forward specific measures to fill in the return. The risk tips and measures to fill in the return of diluted immediate return of shares issued by the company to specific objects in a simple procedure, as well as the commitments issued by relevant subjects comply with relevant laws The provisions of laws and regulations and normative documents are in line with the interests of all shareholders, and there is no situation that damages the interests of the company and small and medium-sized investors. Therefore, we unanimously agree on this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
17、 Independent opinions on the proposal on the dividend return planning of the company in the next three years (20222024)
The Shenzhen Xfh Technology Co.Ltd(300890) next three years (20222024) formulated by the company
