Merit Interactive Co.Ltd(300766) independent director
Independent opinions on matters related to the 26th meeting of the second board of directors, as an independent director of the second board of directors of the company in accordance with relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of Association and the working system of independent directors, We reviewed the relevant matters of the 26th meeting of the second board of directors of the company and issued the following independent opinions:
1、 Independent opinions on the company granting reserved restricted shares to incentive objects
1. According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors determined December 31, 2021 as the reserved grant date of the company’s restricted stock incentive plan in 2021, which complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the company’s restricted stock incentive plan in 2021 (Draft), At the same time, this reserved grant also meets the conditions for the incentive object to be granted reserved restricted shares in the company’s incentive plan.
2. The incentive objects to be granted reserved restricted shares this time do not have the situation of prohibiting the granting of equity incentive specified in the administrative measures for equity incentive of listed companies, and the subject qualification of the incentive objects is legal and effective.
3. Neither the company nor the incentive object is allowed to grant restricted shares, and the granting conditions specified in the company’s restricted stock incentive plan have been met.
4. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
5. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
In conclusion, we agree to grant 990000 restricted shares to 50 incentive objects with December 31, 2021 as the reserved grant date.
2、 Independent opinions on the forecast of daily connected transactions in 2022
The company and its subsidiaries expect that the corresponding revenue of daily connected transaction business with sina department, baidu department and other connected persons in 2022 is expected to not exceed 294 million yuan, of which the estimated revenue of agency business is 6.5 million yuan and the corresponding estimated amount of flow is 310 million yuan. The daily connected transaction is expected to meet the actual needs of the company’s business development, which is reasonable and necessary. The pricing policy of related party transactions follows the principles of market fairness, impartiality and openness, and there is no situation that damages the interests of the company, minority shareholders and other shareholders. The company will not rely on related parties due to the related party transaction. When the board of directors of the company considered the matter, the related directors have avoided voting, and the expected approval procedures of this daily related party transaction comply with the provisions of relevant laws, regulations and the articles of association. We unanimously agree on the expected daily related party transactions of the company in 2022 and agree to submit the matter to the general meeting of shareholders for review.
There is a certain difference between the actual amount and the expected amount of the company’s daily related party transactions in 2021, which is mainly caused by the company’s appropriate adjustment according to market changes. It is reasonable, does not damage the interests of the company, will not have a significant impact on the company’s current and future financial status and operating results, and does not affect the independence of the company.
3、 Independent opinions on changes of non independent directors and senior management
1. The nomination and deliberation procedures of candidates for non independent directors and senior managers comply with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and other minority shareholders. 2. Upon examination, the candidates for non independent directors and senior managers are not allowed to serve as directors and senior managers as stipulated in the company law, the Listing Rules of Shenzhen Stock Exchange on the gem and the articles of association, and are not determined to be prohibited from entering the market by the CSRC and have not been lifted, Neither has he been punished by the CSRC or other relevant departments or the stock exchange, nor has he been prohibited from serving as a director or senior manager of a listed company; We believe that he meets the requirements and qualifications of the company law and the articles of association.
3. After reviewing the personal resumes of Mr. Ge Huanyang and Mr. LV Fanrong, we believe that they have the ability to perform corresponding duties and are competent for the requirements of corresponding post duties.
Based on independent judgment, we agree that Mr. Ge Huanyang and Mr. LV Fanrong are candidates for non independent directors and senior managers of the second board of directors of the company, and agree to submit the proposal on change of non independent directors to the general meeting of shareholders for deliberation.
Independent directors: Ling Chunhua, Jin Xiangrong, Pan Gang, LV Xiaohong January 1, 2022
