Gcl System Integration Technology Co.Ltd(002506)
Independent directors’ opinions on relevant matters of the 14th meeting of the 5th board of directors
separate opinion
In accordance with the guidance on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant provisions of Gcl System Integration Technology Co.Ltd(002506) articles of association, as independent directors of Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as “the company”), they have obtained and reviewed the relevant materials provided by the board of directors of the company in advance, Express the following independent opinions on the relevant proposals of the 14th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on using some idle raised funds to temporarily supplement working capital
The company uses some idle raised funds to temporarily supplement the company’s working capital, which is conducive to improving the use efficiency of raised funds and reducing the company’s financial expenses, which is in line with the interests of all shareholders of the company. The company’s temporary replenishment of working capital with some idle raised funds this time complies 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, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, and the company’s management system for raised funds; It does not conflict with the implementation plan of the raised funds project, and does not affect the normal progress of the raised funds project, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. The funds raised from the temporary replenishment of working capital will be used for production and operation related to the main business, and no venture capital such as securities investment will be made. The convening, convening and voting procedures and methods of this meeting of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. We agree that the company will use no more than 350 million yuan of idle raised funds to temporarily supplement working capital for a period of no more than 12 months, and return it to the special account for raised funds before expiration.
2、 Independent opinions on adding independent director candidates to the 5th board of directors of the company
1. Upon the recommendation of the nomination committee of the 5th board of directors of the company, the 5th board of directors of the company nominated Mr. Huo Jiazhen as the candidate for independent director of the 5th board of directors. According to the relevant provisions of the company law and the articles of association, the above nominees are qualified to nominate candidates for independent directors.
2. According to the personal resume and work performance of the independent director candidate, we believe that the independent director candidate complies with the provisions of the company law and the articles of association on the qualification of directors, and we have not found any situation specified in Article 147 of the company law, nor has it been determined as a prohibited person by the CSRC, It is not found that it has the provisions of item 3 of the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, has the independence that independent directors must have, and is qualified to serve as independent directors of the company.
3. The nomination procedure of independent director candidates complies with the relevant provisions of the company law and the articles of association and does not damage the rights and interests of shareholders. We agree to nominate Mr. Huo Jiazhen as an independent director candidate of the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on adding non independent director candidates to the 5th board of directors of the company
1. The nomination and voting procedures of Mr. Liu Fu and Mr. Ma Junjian, candidates for non independent directors added this time, comply with the provisions of the articles of association and relevant laws and regulations; The nominee is nominated on the basis of fully understanding the nominee’s educational background, professional experience and professional quality, and has obtained the consent of the nominee himself;
2. After reviewing the resumes and other materials of the nominated candidates for non independent directors, it was not found that they were not allowed to serve as directors as stipulated in the company law and the articles of association, and that they were determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted. It is understood that Mr. Liu Fu and Mr. Ma Junjian’s educational background and work experience are competent for the responsibilities of the positions they are employed, their qualifications are legal, and there is no damage to the interests of the company and other shareholders;
3. We agree to submit the proposal of adding candidates for non independent directors to the general meeting of shareholders of the company for deliberation. (no text below)
(there is no text on this page, which is the signature page of independent opinions on relevant proposals of the 14th meeting of Gcl System Integration Technology Co.Ltd(002506) the Fifth Board of directors) signature of independent director:
Gu Zengcai, Zhang Lijun
Ren Jianbiao
specific date
