Goody Science & Technology Co.Ltd(002694) : prior approval opinions of independent directors on matters related to the 10th meeting of the Fourth Board of directors

Goody Science & Technology Co.Ltd(002694) independent director

Prior approval opinions on matters related to the 10th meeting of the 4th board of directors

In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other relevant laws, regulations and normative documents, as well as the Goody Science & Technology Co.Ltd(002694) articles of association, the working system of independent directors and other relevant provisions, As an independent director of Goody Science & Technology Co.Ltd(002694) (hereinafter referred to as "the company"), we have obtained and reviewed the relevant proposals to be submitted to the 10th meeting of the Fourth Board of directors before the meeting. After reviewing the relevant materials and listening to the detailed introduction of the non-public offering of shares by relevant personnel, based on our independent judgment, we believe that: 1. After review, the company According to the proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's non-public offering of shares, and the proposal on the company's non-public offering of shares, we believe that the non-public offering of shares is feasible, It complies 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 of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, conforms to the interests of the company and all shareholders, and does not damage the interests of the company and its shareholders, especially the minority shareholders.

2. 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 gives a full and detailed description of the investment plan of the raised funds, the necessity and feasibility of the raised funds, and the impact of the use of the raised funds on the operation, management and financial status of the company, It is helpful for investors to have a comprehensive understanding of the non-public offering.

3. The terms and signing procedures of 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 comply with the provisions of national laws, regulations and other normative documents, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. 4. The company's non-public offering of shares constitutes a connected transaction. The terms of this related party transaction agreement comply with the principles of openness, fairness, impartiality, voluntariness and good faith, and the transaction contents and methods comply with relevant rules. The implementation of this related party transaction reflects the subscriber's confidence in the development of the company, is conducive to the development of the company, and is in line with the common interests of all shareholders of the company, especially small and medium-sized shareholders.

5. 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

<关于前次募集资金使用情况报告的规定>

According to the provisions of relevant laws, regulations, rules and other normative documents, there is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders.

6. The Goody Science & Technology Co.Ltd(002694) commitment on non-public Development Bank's stock diluted immediate return and measures to fill the return and relevant subjects prepared by the company can effectively reduce the dilution effect of this non-public offering on the company's immediate income and fully protect the interests of the company's shareholders, especially the minority shareholders.

The commitment of directors, senior managers, controlling shareholders and actual controllers of the company to take filling measures for the diluted immediate return of non-public offering of shares is conducive to the better implementation of various filling measures, the scientific decision-making and steady business development of the company, and the protection of the interests of the company and small and medium-sized investors.

7. Authorizing the board of directors to handle the specific matters of this non-public offering of shares is conducive to the efficient and orderly implementation of this non-public offering of shares, the smooth promotion of this non-public offering of shares by the company, and there is no situation that damages the interests of the company and all its shareholders, especially small and medium-sized shareholders.

In conclusion, as an independent director of the company, we have carefully reviewed the relevant materials of the above proposals and agreed to submit them to the board meeting for deliberation.

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(there is no text on this page, which is the signature page of the prior approval opinions of independent directors on matters related to the 10th meeting of the 4th board of directors) signature of independent directors:

Miao Yingjian, Yang zhongshuo, Zhang Taohua

specific date

 

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