Goody Science & Technology Co.Ltd(002694) independent director
Independent opinions on matters related to the 10th meeting of the 4th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant rules and regulations, As an independent director of Goody Science & Technology Co.Ltd(002694) (hereinafter referred to as "the company"), we have carefully reviewed the relevant materials submitted by the board of directors of the company and, based on the principle of objectivity and impartiality, express independent opinions on the relevant contents of the 10th meeting of the Fourth Board of directors of the company as follows:
1. Independent opinions on the company's compliance with the conditions for non-public offering of shares
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"), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "administrative measures"), and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules") ）And other laws, regulations and normative documents, in combination with the company's own business situation and in comparison with the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, we believe that the company complies with the provisions of current laws, regulations and normative documents on non-public offering of shares by listed companies, Meet the conditions and requirements for non-public offering of shares by listed companies, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
2. Independent opinions on the company's non-public offering plan
We believe that the company's non-public offering plan complies with the provisions of the company law, the securities law, the administrative measures, the implementation rules and other relevant laws and regulations. The offering plan is reasonable, feasible, fair and reasonable, the selection standard of the offering object is appropriate, and the pricing principle, basis, method and procedure are reasonable, It is conducive to improving the company's financial situation and enhancing sustainable profitability, which is in line with the company's long-term development objectives and the interests of shareholders. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
3. Independent opinions on Authorizing the board of directors to handle matters related to the company's non-public offering
We believe that the proposal submitted to the general meeting of shareholders to authorize the board of directors to fully handle the matters related to the company's non-public offering of shares complies with the provisions of relevant laws and regulations and does not harm the interests of the company and shareholders. We agree that the board of directors shall submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Independent opinions on the company's non-public offering plan
According to the company law, the securities law, the administrative measures, the implementation rules and other relevant laws and regulations, we believe that the contents of the Goody Science & Technology Co.Ltd(002694) 2021 non-public development bank stock plan are true, accurate and complete, and there are no false records, misleading statements or major omissions. The content of the company's plan for this non-public offering of shares is practical, taking into account the company's industry, development status, actual operation and capital demand, which is conducive to enhancing the company's sustainable profitability and market competitiveness, and is in line with the interests of the company and all shareholders.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
5. Independent opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of shares. The feasibility analysis report on the use of funds raised by non-public development banks in Goody Science & Technology Co.Ltd(002694) 2021 prepared by the company analyzes the feasibility of the use of funds raised. We believe that the use of funds raised by the company's non-public offering of shares conforms to the national industrial policy, Comply with the provisions of relevant laws, regulations and normative documents, the actual situation and development needs of the company, the long-term development objectives of the company and the interests of shareholders.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
6. Independent opinion on the need for the company to prepare the report on the use of the previously raised funds
The company does not need to prepare the report on the use of the previously raised funds, which complies with the company law, the securities law, the administrative measures, the implementation rules and the
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And other relevant laws, regulations, rules and other normative documents.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
7. Independent opinions on signing a subscription agreement for non-public offering shares with effective conditions between the company and the object of this non-public offering
The Goody Science & Technology Co.Ltd(002694) 2021 conditional effective share subscription contract for non-public Development Bank A-Shares signed by the company and the subscription object Wanyang Group Co., Ltd. complies with the provisions of national laws and regulations and other normative documents, the relevant terms are set reasonably, and no acts and circumstances damaging the rights and interests of shareholders, especially the rights and interests of minority shareholders are found.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
8. Independent opinions on related party transactions involved in the subscription of the non-public offering of shares by the subscribers. The voting procedures of related party transactions involved in the non-public offering of shares comply with the provisions of relevant laws and regulations and the articles of Association; The transaction pricing method is fair and fair; The related party transaction reflects the confidence of the related parties subscribing for shares in the listed company, is conducive to the development of the company, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9. Independent opinions on diluting the immediate return and filling the return measures of the non-public offering of shares and the commitments of relevant subjects
After review, the board of directors of the company analyzed the impact of the diluted immediate return on the company's main financial indicators and the filling measures to be taken by the company, as well as the commitments made by the controlling shareholders, actual controllers, directors and senior managers of the company on the diluted immediate return and filling measures of the issuance, It complies with 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 [2013] No. 110) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant regulations meet the requirements of the company's actual operation and sustainable development, and there is no damage to the interests of the company or all shareholders.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
10. Independent opinions on shareholder dividend return plan for the next three years (2021-2023)
After review, We believe that the shareholders' dividend return plan for the next three years (2021-2023) formulated by the company complies with relevant laws and regulations and the articles of association And other relevant provisions help to improve and improve the company's sustained and stable dividend policy and supervision mechanism, increase the transparency and operability of profit distribution decision-making, and help to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Goody Science & Technology Co.Ltd(002694) independent directors' independent opinions on matters related to the 10th meeting of the Fourth Board of directors) signature of independent directors:
Miao Yingjian, Yang zhongshuo, Zhang Taohua
