Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. about the company
Independent opinions on relevant matters of the 17th meeting of the second board of directors
As an independent director of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. and other relevant rules and regulations, The independent opinions on relevant matters of the 17th meeting of the second board of directors of the company are as follows:
1、 Independent opinions of independent directors on repurchasing and cancelling some restricted shares in the 2021 restricted stock incentive plan
As the 10 incentive objects of the company’s restricted stock incentive plan in 2021 leave for personal reasons and do not meet the incentive conditions, the company plans to repurchase and cancel 320000 restricted shares granted to the above incentive objects. After verification, the company’s repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan complies with the relevant provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies and the company’s 2021 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, and the deliberation procedures of the board of directors are legal Compliance. The repurchase and cancellation of some restricted shares will not have a significant impact on the company’s operating performance, and there is no situation that damages the interests of the company’s shareholders. Therefore, we agree to repurchase and cancel some restricted shares of the restricted stock incentive plan in 2021.
2、 Independent opinions of independent directors on the company’s profit distribution plan in 2021
After verification, we believe that the formulation of the company’s profit distribution plan for 2021 takes into account the industry characteristics of the enterprise, the development stage of the company, its own business model and capital demand, which is in line with the actual situation of the enterprise and the relevant provisions of the articles of association and the shareholder return plan for the next three years (20212023). Therefore, we believe that the company’s profit distribution plan for 2021 is reasonable, agree to the profit distribution plan and agree to submit it to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions of independent directors on the special report on the deposit and actual use of the company’s annual raised funds in 2021
After verification, the preparation of the special report on the deposit and actual use of the company’s raised funds in 2021 complies with the provisions of relevant laws and regulations, truly and objectively reflects the deposit and use of the company’s raised funds in 2021, and the deposit and use of the company’s raised funds in 2021 comply with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds by listed companies, there are no violations in the deposit and use of raised funds.
4、 Independent opinions of independent directors on the company’s self evaluation report on internal control in 2021
We reviewed the company’s self-evaluation report on internal control in 2021, communicated with the company’s middle and senior managers, consulted the company’s relevant management systems and verified their actual operation. We believe that in 2021, the company’s internal control systems were effectively implemented to ensure the orderly development of the company’s production, operation and management activities, It has played a good role in the control of all processes and links of the company’s production and operation. The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinions of independent directors on the renewal of the accounting firm in 2022
Upon verification, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers”) has rich experience in audit services, has conscientiously and excellently completed various audits of the company in 2021, can meet the requirements of the company’s financial audit, and can independently audit the company’s financial situation, There is no damage to the overall interests of the company and the rights and interests of minority shareholders. We agree that the annual audit fee of 2022 is 2.88 million yuan, of which the annual audit fee of 2022 is approved by the general meeting of shareholders of PricewaterhouseCoopers, and the annual audit fee of 2022 is 2.88 million yuan.
6、 Independent opinions of independent directors on the by election of Zhang Milin as the candidate for independent director of the company
1. The company’s nomination, deliberation and voting procedures for the by election of Ms. Zhang Milin as an independent director candidate are standardized, which comply with the provisions of the company law and the articles of Association;
2. Upon examination of Ms. Zhang Milin’s personal resume and other relevant materials, Ms. Zhang Milin has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, nor have they been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion; Has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; There is no circumstance stipulated in article 3.2.2 of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board that cannot be nominated as directors. Since she has not obtained the qualification certificate of independent director, Ms. Zhang Meilin promises to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
3. We agree to submit Ms. Zhang Meilin as an independent director candidate of the second board of directors to the general meeting of shareholders for election.
7、 Independent opinions of independent directors on adjusting the performance compensation provision method for middle and senior managers and core technicians of the company
After verification, we believe that the company’s adjustment of the accrual method of performance compensation for middle and senior managers and core technicians conforms to the relevant provisions of the company, and the combination of the interests of middle and senior managers and core technicians with the interests of the enterprise is conducive to mobilizing the enthusiasm and creativity of middle and senior managers and core technicians, and is conducive to the long-term development of the company, There is no situation that damages the interests of the company and shareholders.
8、 Independent opinions of independent directors on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
We have carefully checked the funds occupied by the company’s related parties and external guarantees. In 2021, the company strictly followed the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and external guarantees of listed companies issued by the CSRC According to the notice on regulating the external guarantee behavior of listed companies, the system for preventing the controlling shareholders and related parties from occupying the company’s funds, the external guarantee management system and other relevant provisions of the company, there is no occupation of the company’s funds by the controlling shareholders and other related parties, and there is no external guarantee of the company. Independent directors: Xu Renshou, Zhang Bo, Zhao Tianmin March 16, 2022
