Shenzhen Click Technology Co.Ltd(002782)
Independent directors on the 4th board of directors
Independent opinions on relevant matters of the 12th meeting
In accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the relevant provisions of Shenzhen Click Technology Co.Ltd(002782) articles of Association (hereinafter referred to as the articles of association), As an independent director of Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as "the company"), we have carefully reviewed the relevant matters considered at the 12th meeting of the 4th board of directors of the company, and based on our independent judgment, we express our independent opinions as follows:
1. The convening procedures, voting procedures and methods of this board meeting comply with relevant national laws and regulations, departmental rules and normative documents and the articles of association.
2. This major asset restructuring has fulfilled the necessary legal procedures and information disclosure obligations at this stage, and the performance of these procedures and obligations is complete and compliant.
3. The company meets the conditions for major asset restructuring of listed companies.
4. According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, departmental rules and normative documents, the counterparty of this transaction is not an affiliated party of the company, and this major asset purchase does not constitute a connected transaction.
5. This transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies.
6. This transaction complies with the requirements of relevant laws and regulations and securities regulatory rules, is conducive to further improve the company's comprehensive competitiveness, expand business scale, enhance sustainable profitability and anti risk ability, and is in line with the company's long-term development and the interests of all shareholders of the company.
7、 The plan for major asset purchase in Shenzhen Click Technology Co.Ltd(002782) 2022 prepared by the company for the exchange and the agreement signed by both parties on the exchange comply 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 major asset restructuring of listed companies and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies And other relevant laws and regulations, departmental rules and normative documents, the transaction scheme of this transaction is operable and does not damage the interests of the company and all shareholders, especially minority shareholders.
8. The final transaction price of the underlying assets of this transaction will be based on the asset evaluation report issued by the evaluation institution with securities and futures business qualification, and will be determined by the trading parties through negotiation on the principle of fairness, equality and voluntariness, in line with the provisions of relevant laws and regulations, departmental rules and normative documents and the articles of association, without damaging the company and all shareholders Especially the interests of minority shareholders.
9. The audit and evaluation related work involved in this transaction has not been completed. We agree that the board of directors will not hold the general meeting of shareholders after considering the matters related to this transaction. After the audit and evaluation are completed, the company will convene the board of directors again to review the matters related to this transaction. At that time, we will express independent opinions on the matters related to this transaction again.
10. The formal plan of this transaction needs to be deliberated and approved by the company's board of directors and general meeting of shareholders.
In conclusion, this transaction is in line with the interests of the company, fair and reasonable to the company and all shareholders, and there is no damage to the interests of the company and its shareholders. The independent directors of the company agree to the overall arrangement of this transaction.
11. After reviewing the report on the use of the company's previously raised funds as of December 31, 2021 and the verification report on the use of Shenzhen Click Technology Co.Ltd(002782) previously raised funds issued by Lixin Certified Public Accountants (special general partnership), we believe that, The company has prepared a special report on the use of the previously raised funds in accordance with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). The disclosed information on the use of the raised funds is true, accurate and complete, and the audit institution has reviewed the use of the previously raised funds. We agree to the motion.
12. The postponement of some of the company's investment projects with raised funds is a prudent decision made according to the actual progress of the project, which does not involve the change of the content, implementation subject and investment scale of the investment project with raised funds, and there is no change or disguised change of the purpose of raised funds and damage to the interests of shareholders. The company has fulfilled the necessary approval procedures for the extension of some investment projects with raised funds this time, Comply with the relevant provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), stock listing rules of Shenzhen Stock Exchange (revised in 2022), guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board. Therefore, we agree to the postponement of some of the company's investment projects with raised funds.
Shenzhen Click Technology Co.Ltd(002782) independent directors: Tang Qiuying, Yan Lei, Chen Wei March 11, 2022
