Hangzhou Anysoft Information Technology Co.Ltd(300571)
The 28th meeting of the 3rd board of directors
Independent opinions of independent directors on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the guidelines for the standardized operation of GEM listed companies issued by Shenzhen Stock Exchange and the articles of association of Hangzhou Anysoft Information Technology Co.Ltd(300571) , as an independent director of Hangzhou Anysoft Information Technology Co.Ltd(300571) , in line with the attitude of being responsible to the company, all shareholders and investors, and adhering to the principle of seeking truth from facts, After reviewing the relevant documents and based on the position of independent judgment, the opinions on the relevant matters considered and adopted at the 28th meeting of the third board of directors are as follows:
1、 Proposal on temporarily replenishing working capital with some idle raised funds
The company uses no more than 300 million yuan of idle raised funds to temporarily supplement working capital, which does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the company’s raised funds investment project, and is conducive to improving the use efficiency of the company’s idle raised funds, reasonably reducing the company’s financial expenses and meeting the company’s demand for working capital for production and operation. This matter has fulfilled the necessary deliberation procedures, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of all shareholders. It is in line with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen stock exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies. Therefore, we agree that the company will temporarily supplement the working capital with idle raised funds of no more than 300 million yuan, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
2、 Proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options
In 2018, all incentive objects granted restricted stocks and stock options for the first time in the stock option and restricted stock incentive plan were assessed that the exercise conditions in the third exercise / lifting of restrictions on sale period were not fulfilled, All incentive objects reserved in the incentive plan for granting restricted shares and stock options shall be assessed accordingly. The conditions for exercise / release of restrictions in the second exercise / release period have not been met. This repurchase and cancellation of some restricted shares and cancellation of some stock options comply with the administrative measures for equity incentive of listed companies Relevant provisions such as gem information disclosure business Memorandum No. 8 – equity incentive plan will not affect the company’s continuous operation, have a substantial impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting, and their deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock exchange and the articles of association. Therefore, we agree to cancel some restricted shares and some stock options in this repurchase.
3、 Proposal on cancellation of stock options granted by the company’s stock options and restricted stock incentive plan in 2018 and stock options that have expired but have not been exercised
The cancellation of 350490 stock options granted by the stock option and restricted stock incentive plan in 2018 that have expired but have not been exercised complies with the administrative measures for equity incentive of listed companies, gem information disclosure business Memorandum No. 8: equity incentive plan and the company’s 2018 stock option and restricted stock incentive plan (Draft), It will not affect the company’s equity structure, the company’s financial status and operating results, or the diligence of the company’s management team. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting, and their deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock exchange and the articles of association. We therefore agreed on the matter.
Independent director: Chen Lianyong, Zhang Yinan, Feng Yan December 31, 2021
