Opinions of independent directors on matters related to the 19th meeting of the Fourth Board of directors
separate opinion
Gl Tech Co.Ltd(300480) (hereinafter referred to as "the company") held the 19th meeting of the Fourth Board of directors on December 24, 2021. According to the guiding opinions on establishing an independent director system in listed companies, the governance standards of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and According to the Gl Tech Co.Ltd(300480) articles of association and other relevant provisions, as an independent director of the company, based on our independent judgment, we hereby express the following independent opinions on the relevant proposals considered by the board of directors:
1、 Independent opinions on the proposal that the company meets the conditions for issuing convertible corporate bonds to unspecified objects
After reviewing the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, at the same time, According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) And other laws and regulations, and checked the relevant matters of the company against the qualifications and conditions for listed companies to issue shares to unspecified objects. We believe that the company is qualified and qualified to issue convertible corporate bonds to unspecified objects.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal of the company on issuing convertible corporate bonds to unspecified objects
After reviewing the proposal on the issuance scheme of convertible corporate bonds issued by the company to unspecified objects, at the same time, According to the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) According to the relevant provisions of laws, regulations and departmental rules, we believe that the investment of the funds raised by the company by issuing convertible bonds to unspecified objects is in line with the company's development strategy, conducive to the expansion of the company's main business, enhance the company's sustainable profitability and market competitiveness, and in line with the interests of the company and all shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects, after reviewing the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects, at the same time, According to the relevant provisions of laws, regulations and departmental rules such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), we believe that the company has prepared the plan for issuing convertible corporate bonds to unspecified objects , the content is true, accurate and complete, without false records, misleading statements or major omissions, which is in line with the actual situation and long-term development plan 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 all shareholders, especially minority shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects
After reviewing the proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects, at the same time, According to the relevant provisions of laws, regulations and departmental rules such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), we believe that the demonstration and analysis report on Gl Tech Co.Ltd(300480) issuing convertible corporate bonds to unspecified objects prepared by the company , fully demonstrated the background and necessity of the implementation of this issuance, the appropriateness of the selection scope, quantity and standard of this issuance object, the rationality of the pricing principle, basis, method and procedure of this issuance, the feasibility of this issuance method, and the fairness and rationality of this issuance scheme, And the impact of this offering on diluted immediate return and the specific measures to fill it are in line with the company's development strategy and the interests of all shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
After reviewing the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects, at the same time, According to the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, we believe that the feasibility analysis report on the use of funds raised by Gl Tech Co.Ltd(300480) issuing convertible corporate bonds to unspecified objects prepared by the company , the feasibility of the use of the raised funds is analyzed, which is in line with the actual situation and development needs of the company, the long-term development objectives of the company and the interests of all shareholders, and is also conducive to investors' comprehensive understanding of the issuance of convertible corporate bonds.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on the special report on the use of the company's previously raised funds
After reviewing the proposal on the special report on the use of the company's previously raised funds, at the same time, According to the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, we believe that the special report on the use of Gl Tech Co.Ltd(300480) previously raised funds prepared by the company is in line with the provisions on the report on the use of previously raised funds issued by the CSRC It truthfully reflects the deposit and actual use of the company's previously raised funds, and the content is true, accurate and complete, which is conducive to investors' in-depth understanding of the use of the company's raised funds. The use of the previously raised funds has been certified by Grant Thornton certified public accountants.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on the company's issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures and commitments of relevant subjects
After reviewing the proposal on diluting the immediate return and filling measures of convertible corporate bonds issued by the company to unspecified objects and the commitments of relevant subjects, at the same time, According to the requirements of 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, several opinions of the State Council on further promoting the healthy development of the capital market, and the guiding opinions on matters related to initial public offering, refinancing, dilution and immediate return of major asset restructuring, The company has carefully analyzed the impact of the issuance of convertible bonds to unspecified objects on the diluted immediate return, and put forward specific measures to fill the return. The relevant subjects have made a commitment that the company's measures to fill the return can be effectively implemented. We believe that the company's issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures and relevant commitments comply with relevant regulations, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on shareholder return planning of the company in the next three years (2021-2023)
After reviewing the proposal on the return plan for shareholders of the company in the next three years (2021-2023), and in accordance with the company law, the securities law, the notice on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (announcement [2013] No. 43 of China Securities Regulatory Commission) and the requirements of the Gl Tech Co.Ltd(300480) articles of association, the company has formulated the shareholder return plan for the next three years (2021-2023) 。 We believe that the company's plan helps to improve and improve the company's sustained and stable dividend policy and supervision mechanism, increase the transparency and operability of profit distribution decisions, and help to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects
After reviewing the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects, we agree that requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects is in line with the provisions of relevant laws, regulations and normative documents.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal on the rules of the meeting of holders of convertible corporate bonds issued by the company to unspecified objects
After reviewing the proposal on the rules for the meeting of holders of convertible corporate bonds issued by the company to unspecified objects, at the same time, According to the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, we believe that the rules for the meeting of bondholders of Gl Tech Co.Ltd(300480) convertible Companies formulated by the company this time reasonably protect the interests of bondholders, take into account the interests of the company and all shareholders, and comply with the provisions of relevant laws and regulations.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
11、 Independent opinion on the renewal of the company's audit institution in 2021
Zhitong Certified Public Accountants (special general partnership) in the audit process, it worked diligently, objectively and fairly, and completed the audit of the company's 2020 annual report on time, showing high professional ethics and professionalism; the annual audit certified public accountants have implemented the audit procedures in strict accordance with the provisions of the auditing standards for Chinese certified public accountants; the audit report issued is objective and fair, which is in line with the actual situation of the company , which fairly reflects the company's financial position as of December 31, 2020, operating results and cash flow in 2020. We agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company's audit institution in 2021, and submit the proposal to the company's general meeting for deliberation.
12、 Independent opinions on granting reserved restricted shares to incentive objects
After review, we believe that the board of directors has determined that the reserved grant date of the company's restricted stock incentive plan in 2021 is December 24, 2021, which is in line with the administrative measures for equity incentive of listed companies Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other laws and regulations, as well as the company's 2021 restricted stock incentive plan (Draft) At the same time, this grant also complies with the provisions on the conditions for the incentive object to be granted restricted shares in the company's equity incentive plan, and the conditions for the incentive object to be granted reserved rights and interests have been achieved.
In conclusion, we agree that the reserved grant date of the company's restricted stock incentive plan is December 24, 2021, and agree to grant 300000 restricted shares to 7 incentive objects who meet the grant conditions.
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(there is no text on this page, which is the signature page of Gl Tech Co.Ltd(300480) independent directors' independent opinions on matters related to the 19th meeting of the Fourth Board of directors) signature of independent directors:
Wang Hongyou laughs at Bing
Jiang Yong, Wang Lin
specific date
