Suzhou Nanomicro Technology Co.Ltd(688690) independent directors
Independent opinions on matters related to the seventh meeting of the second board of directors of the company
In accordance with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the Suzhou Nanomicro Technology Co.Ltd(688690) articles of Association (hereinafter referred to as the "articles of association") and the rules of procedure for Suzhou Nanomicro Technology Co.Ltd(688690) independent directors, as independent directors of Suzhou Nanomicro Technology Co.Ltd(688690) (hereinafter referred to as the "company"), we are based on independence, prudence and Based on the principle of objectivity, we have carefully reviewed the relevant materials of this meeting and expressed independent opinions on the relevant matters considered at the seventh meeting of the second board of directors as follows:
(I) proposal on profit distribution of the company in 2021
The company's profit distribution plan for 2021 complies with relevant laws and regulations and the articles of association, the company's profit distribution policy and actual production and operation conditions, takes full account of the interests and reasonable demands of investors, the company's future capital needs and future actual conditions, and can take into account the company's long-term interests The overall interests of all shareholders and the sustainable development of the company do not harm the interests of shareholders, especially small and medium-sized shareholders. (II) proposal on confirming the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
The related party transactions that have occurred in 2021 and the related party transactions that are expected to occur in 2022 considered at the seventh meeting of the second board of directors of the company are to meet the business needs of the issuer. The transactions involved are the daily related party transactions of the company and are necessary for daily business activities. The pricing follows the principle of fair market pricing, which is conducive to the improvement of the company's operating performance, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. And the related directors have been withdrawn from the voting of the board of directors as required, and the decision-making procedures comply with the provisions of the articles of association and relevant laws and regulations.
(III) proposal on internal control evaluation report in 2021
The company's existing internal control system meets the requirements of relevant laws and regulations and regulatory authorities, and is also suitable for the actual production and operation of the company; The company's internal control measures have played a good role in the control of all processes and links of enterprise management. The 2021 internal control evaluation report of the company truly and objectively reflects the construction and operation of the company's internal control system.
(IV) proposal on reappointment of 2022 audit institution
Rongcheng Certified Public Accountants (special general partnership) has relevant professional qualifications. In the process of providing audit services for the company, Rongcheng certified public accountants has worked diligently, independently, objectively and impartially, followed the independent audit standards for Chinese certified public accountants, completed the audit of the company on schedule and fulfilled the responsibilities and obligations stipulated by both parties. The renewal of the firm can ensure the stability and continuity of the company's audit work. We agree to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the company's audit institution and internal control audit institution in 2022. (V) proposal on determining the remuneration (allowance) of directors of the company
The remuneration standard of the company's directors is formulated in combination with the remuneration level, annual operation status and post responsibilities of the company's current industry and region. The review procedures comply with the relevant provisions of the company law and the articles of association, meet the needs of the company's long-term development, and there is no damage to the interests of the company and minority shareholders.
(VI) proposal on determining the remuneration of senior managers of the company
The remuneration plan of the company's senior managers in 2022 is formulated according to the industry of the company and in combination with the actual situation of the company. It is implemented in accordance with the company's remuneration and assessment system. The decision-making procedure is legal, there is no damage to the interests of the company and shareholders, and it is in line with relevant laws and regulations and the articles of association.
(VII) proposal on Revising the company's employee equity incentive plan
The revised equity incentive plan of the company is conducive to further improve the corporate governance structure, establish and improve the incentive and restraint mechanism of the company, attract and retain the company's directors, senior managers, core technicians and other personnel deemed necessary by the board of directors, fully mobilize their enthusiasm and creativity, and effectively improve the cohesion of the core team and the core competitiveness of the enterprise, It is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders.
(VIII) proposal on capital increase of Suzhou sepu Instrument Co., Ltd
The voting procedure for the related party transaction of the company's capital increase to Suzhou Sapp Instrument Co., Ltd. is legal and follows the market-oriented principles of fairness, openness and impartiality. There is no premium in the pricing of this transaction. All parties contribute in the same proportion according to the proportion of equity, and there is no situation affecting the company's sustainable operation ability, financial status and operating results, There are no circumstances that damage the interests of shareholders, especially minority shareholders, and will not affect the independence of the company. We agree to the proposal of the company to increase capital to joint-stock companies.
(IX) proposal on the special report on the deposit and actual use of the company's annual raised funds in 2021
The special report on the deposit and actual use of the raised funds in 2021 prepared by the company, and the examination and approval procedures of the raised funds comply with the requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of minority shareholders.
(x) proposal on changing part of the special account for raised funds, opening a new special account for raised funds and signing a four party supervision agreement on the storage of the special account for raised funds
The directors believe that the change of the purpose of the raised funds will not affect the normal use of the raised funds and the implementation of the management procedures of the company, and will not affect the normal use of the raised funds, Comply with the relevant provisions of the CSRC's guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the Suzhou Nanomicro Technology Co.Ltd(688690) raised funds management system.
（11） Proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters through summary procedures
The independent directors of the company, after careful self-examination item by item according to the requirements of the relevant qualifications and conditions for the listed company to issue shares to specific objects through summary procedures, believe that the company meets the provisions and requirements of relevant laws, regulations and normative documents on the issuance of shares to specific objects by listed companies on the science and innovation board through summary procedures, The general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through summary procedures, which is conducive to the sustainable development of the company and does not damage the interests of minority shareholders.
In conclusion, we unanimously agree to pass the above proposal.
(no text below)
(there is no text on this page, which is the signature page of "independent opinions of independent directors of Suzhou Suzhou Nanomicro Technology Co.Ltd(688690) Co., Ltd. on matters related to the seventh meeting of the second board of directors") (signature of independent director: Zhou Zhongsheng: Delong Zhang: Lin Dongqiang:
March 9, 2022
