Dayu Water-Saving Group Co.Ltd(300021) independent directors
Independent opinions on matters related to the 62nd (Interim) meeting of the 5th board of directors are in accordance with the Listing Rules of GEM stocks of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, rules for independent directors of listed companies and Dayu Water-Saving Group Co.Ltd(300021) articles of association As an independent director of the 5th board of directors of Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as "the company"), in accordance with the relevant provisions of laws, regulations and rules such as the working system of Dayu Water-Saving Group Co.Ltd(300021) independent directors, we hereby express the following independent opinions on the relevant matters of the 6th and 12th (Interim) meetings of the 5th board of directors of the company with a serious, rigorous and responsible attitude:
1、 Independent opinions on the proposal on using some idle raised funds to temporarily supplement working capital
After review, we believe that the company will temporarily supplement the working capital with some idle raised funds of no more than 100 million yuan, which is conducive to improving the use efficiency of idle raised funds, reducing the company's financial expenses, meeting the demand for working capital for business growth, and in line with the long-term interests of all shareholders. The company's plan to use some idle raised funds to temporarily supplement working capital will not affect the normal progress of the company's investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, Comply with the relevant requirements of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies.
We agree that the company will temporarily supplement the working capital with idle raised funds of no more than 100 million yuan, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
2、 Independent opinions on the proposal on using some idle raised funds for cash management
After review, we believe that the company's rational use of part of the temporarily idle raised funds for cash management will help to improve the efficiency and income of the company's funds, there is no behavior of changing the purpose of the raised funds in a disguised form, does not affect the construction of the raised funds and the normal operation of the company, and is in line with the interests of the company and shareholders. The relevant examination and approval procedures comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and there is no case that damages the interests of minority shareholders. Therefore, we agree to the above cash management matters.
3、 Independent opinions on the proposal on using some idle self owned funds for cash management
After review, we believe that the company plans to use no more than 150 million yuan of idle self owned funds for cash management without affecting the normal operation, in order to improve the efficiency of the company's fund use and increase the company's income, and there is no damage to the interests of the company's shareholders, especially small and medium-sized shareholders; The company has established a relatively sound internal control system and can effectively implement it, which provides a strong guarantee for the development of the company's investment and wealth management business. The above matters have fulfilled the necessary examination and approval procedures and comply with the requirements of relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. Therefore, we agree that the company will use no more than 150 million yuan of idle self owned funds for cash management. Within the above limit and validity period, the funds can be used on a rolling basis.
4、 Independent opinions on the proposal on repurchase and cancellation of some restricted shares of the company's 2021 restricted stock incentive plan
After review, we believe that the company's repurchase and cancellation of some restricted shares complies with the provisions of the measures for the administration of equity incentive of listed companies, the company's 2021 restricted stock incentive plan (Draft) and the company's 2021 restricted stock incentive plan implementation assessment management method. The procedures are legal and compliant, and do not harm the interests of the company and minority shareholders. Therefore, we unanimously agree to the above-mentioned repurchase and cancellation of some restricted shares. It is hereby announced.
Independent directors: Zheng Hongtao, Peng Ling, Sun Jian March 9, 2022
