Genbyte Technology Inc(003028)
Independent directors' opinions on the 18th (Interim) meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the relevant provisions of the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and the articles of association of the Shenzhen Stock Exchange (revised in 2022), we, as independent directors of Genbyte Technology Inc(003028) (hereinafter referred to as the "company"), with a serious and responsible attitude, Based on the position of independent judgment, we express the following independent opinions on the relevant proposals of the board of directors of the company:
1、 Independent opinions on changing the implementation content and location of some investment projects with raised funds
We agree that: (1) the implementation content and location of some investment projects with raised funds are in line with the company's development plan and market demand. The company has fully analyzed and demonstrated the new investment projects, which is helpful to improve the use efficiency of raised funds; (2) The board of directors of the company held a meeting of the board of directors to review the implementation content and location of some investment projects with raised funds. The review procedures and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of Association; (3) The changes in the implementation methods and contents of some investment projects with raised funds comply with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies The provisions of relevant laws, regulations and normative documents are in line with the interests of the company and all shareholders, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders.
Therefore, we agree that the company will change the implementation content and location of some investment projects with raised funds this time, and agree to submit them to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the use of raised funds to purchase land use rights
The company plans to use the raised funds to purchase the land use right this time. According to the good development situation of the industry and the consideration of the company's operation and future long-term development, it is conducive to the smooth implementation and effective management of the raised investment projects, improve the use efficiency of the raised funds and promote the high-quality and sustainable development of the company. This matter does not affect the normal operation of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of all shareholders.
This change has fulfilled the necessary approval procedures and complies with laws and regulations such as Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, and listed company regulatory guidelines No. 2 - regulatory requirements for the management and use of raised funds by listed companies According to the relevant provisions of the normative documents, the company is approved to use the raised funds to purchase the land use right.
3、 Independent opinions on extending the period of cash management using some idle raised funds and self owned funds
The company has fulfilled the corresponding approval procedures for the extension of the time limit for cash management with some idle raised funds and self owned funds, which is in line with the relevant laws and regulations, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC and the relevant provisions of the raised funds management system formulated by the company. The company's extension of the time limit for cash management with some idle raised funds and self owned funds does not conflict with the implementation plan of the investment project with raised funds, will not affect the normal progress of the project with raised funds and the use of raised funds, will not affect the normal capital turnover and needs of the company, and will not affect the normal development of its main business, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of all shareholders, especially minority shareholders. It meets the needs of the company's development interests, helps to improve the use efficiency of the company's idle raised funds and its own funds, and obtains a certain investment income, which is in line with the interests of the company and all shareholders.
Therefore, we agree that the company will extend the period of cash management by using some idle raised funds and self owned funds without affecting the construction of investment projects with raised funds and the normal use of raised funds, and continue to use idle raised funds no more than RMB 350 million, with high purchase safety Principal guaranteed financial products with Principal Guaranteed agreements and idle self owned funds of no more than RMB 400 million to purchase non principal guaranteed financial products with low risk and high liquidity within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the funds can be used on a rolling basis within the above-mentioned period.
4、 Independent opinions on canceling some stock options and repurchasing some restricted shares granted but not lifted
According to the company's draft incentive plan for restricted shares and stock options in 2021 and relevant provisions of relevant laws and regulations, 6 of the incentive objects no longer meet the conditions to become incentive objects due to resignation. The company cancelled 10000 stock options granted to the above six incentive objects but not yet exercised, and 39000 restricted shares granted but not yet lifted the restrictions on sales were repurchased and cancelled. The repurchase price was 21.05 yuan / share. The repurchase price of the company was legal and valid; The above cancellation of stock options and repurchase and cancellation of some restricted shares comply with the measures for the administration of equity incentive of listed companies, the incentive plan of incentive plan for restricted shares and stock options in 2021 (Draft) and relevant laws, and there is no situation that damages the interests of the company and all shareholders.
Therefore, we agree to repurchase and cancel 39000 restricted shares that have been granted but not yet lifted and 10000 stock options that have been granted but not yet exercised held by the above six incentive objects.
5、 Independent opinions on granting some restricted shares reserved in the 2021 incentive plan to incentive objects
1. According to the authorization of the company's 2020 annual general meeting of shareholders, the board of directors determined that the grant date of some restricted shares reserved in the company's 2021 incentive plan was March 4, 2022, The grant date complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the 2021 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan").
2. The incentive objects determined in the reserved grant part of the company's incentive plan are not prohibited from being granted as stipulated in the management measures, and the subject qualification of the incentive objects is legal and effective.
3. Neither the company nor the reserved grant incentive objects are allowed to grant restricted shares, and the grant conditions specified in the company's restricted stock incentive plan have been met.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects. 5. The company's implementation of this incentive plan will help to further improve the corporate governance structure, establish and improve the incentive and restraint mechanism, enhance the sense of responsibility and mission of the company's management team and business backbone for the sustainable and healthy development of the company, be conducive to the sustainable development of the company and will not harm the interests of the company and all shareholders.
In conclusion, after careful review, all our independent directors agreed that the grant date of some restricted shares reserved in the company's incentive plan was March 4, 2022, and agreed to grant 434800 restricted shares to 94 eligible incentive objects at the price of 21.16 yuan / share.
6、 Independent opinions on applying to the bank for comprehensive credit line in 2022
The company's application for comprehensive credit line from the bank is the need of the company's production and operation activities, which is conducive to promoting the sustainable and stable development of the company's business. The company has formulated perfect approval authority and procedures, which can effectively prevent risks. There is no situation that damages the interests of the enterprise and minority shareholders. We agree that the company and its wholly-owned subsidiaries apply to the bank for a comprehensive credit line of no more than RMB 800 million.
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(there is no text on this page, which is the signature page of Genbyte Technology Inc(003028) independent directors' independent opinions on matters related to the 18th (Interim) meeting of the second board of directors) signed by the independent directors:
Xu Bin, Liu Lixin
specific date
