Shenzhen Fluence Technology Plc(300647)
Relevant matters of the 13th meeting of the third board of directors by independent directors
Prior approval and independent opinions
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market of China Securities Regulatory Commission, as well as the articles of association and working system of independent directors of Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as the “company”), As an independent director of the company, after carefully reviewing relevant materials and based on an objective, independent and impartial position, I hereby express the following prior approval and independent opinions on relevant matters of the 13th meeting of the third board of directors of the company:
1、 Independent opinions on 2021 profit distribution plan
After deliberation, we believe that the company’s financial situation in 2021 does not meet the conditions for cash dividends, the profit distribution plan formulated by the board of directors is in line with the actual situation of the company, can ensure the sustainable development of the company, is in line with the long-term interests of all shareholders, the decision-making process of profit distribution is in line with the provisions of relevant laws and regulations and the articles of association, and the audit procedure is legal and compliant, Agree to the proposal and submit it to the general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the deposit and use of raised funds in 2021
After verification, we believe that the special report on the deposit and use of the company’s raised funds in 2021 truthfully reflects the actual situation of the deposit and use of the company’s raised funds. The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions and requirements of the CSRC and Shenzhen Stock Exchange, and there is no violation of the deposit and use of raised funds.
3、 Independent opinion on self-evaluation report of internal control in 2021
After deliberation, we believe that the self-evaluation report on internal control in 2021 prepared by the board of directors complies with the basic norms of enterprise internal control issued by the Ministry of finance, and comprehensively, truly and objectively reflects the construction, operation and supervision of the company’s internal control system.
4、 Prior approval and independent opinions on the renewal of the company’s audit institution in 2022
1. Prior approval opinion
After deliberation, we believe that in the audit work of 2021, China audit Zhonghuan Certified Public Accountants (special general partnership) performed the audit work in accordance with the requirements of the auditing standards for Chinese certified public accountants, performed the audit work diligently and completed the audit related work well, and agreed to submit the proposal to the board of directors for deliberation.
2. Independent opinion
After deliberation, we believe that Zhongshen Zhonghuan Certified Public Accountants (special general partnership) is qualified for securities related business, and the audit report issued for the company objectively and fairly reflects the company’s financial status and operating results. We agree to reappoint Zhongshen Zhonghuan as the company’s audit institution in 2022 and submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the remuneration scheme of non independent directors and senior managers in 2022
After deliberation, we believe that the procedure for the company to formulate the remuneration plan for non independent directors and senior managers in 2022 is legal and compliant, the content of the plan comprehensively considers the remuneration level and assessment requirements of non independent directors and senior managers in the same industry, and is reasonable and effective in combination with the actual situation of the company. We unanimously agree with the arrangement of the remuneration plan for non independent directors and senior managers in 2022, And agreed to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
As an independent director of the company, we are responsible for the controlling shareholders and other related parties’ occupation of the company’s funds The company has carefully checked the external guarantee and issued independent opinions as follows:
1. During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties. The capital transactions between the company and its controlling shareholders and other related parties can strictly comply with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and there is no violation of relevant laws, regulations and provisions.
2. During the reporting period, the company’s external guarantees have strictly performed the approval and decision-making procedures in accordance with the relevant laws and regulations on external guarantees and related transactions and the provisions of the company’s internal management system. There is no violation of external guarantees, and there is no damage to the interests of the company and all shareholders, especially the rights and interests of minority shareholders through external guarantees.
7、 Prior approval and independent opinions on the company’s application for credit line and affiliated guarantee from financial institutions and similar financial enterprises
1. Prior approval opinion
The company’s application for credit line from financial institutions and similar financial enterprises complies with the provisions of relevant laws and regulations, is conducive to the long-term development of the company, and there is no damage to the interests of the company or minority shareholders. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provided related guarantees for the company’s application for credit line. The company submitted relevant materials to us in advance, and we conducted a prior review. We believe that the matter is to meet the capital needs of the company’s operation and development, and there is no situation that damages the interests of all shareholders of the company. Therefore, it is agreed to submit it to the board of directors of the company for deliberation.
2. Independent opinion
After deliberation, we believe that the company’s application for credit line to financial institutions and similar financial enterprises complies with the provisions of relevant laws and regulations, is conducive to the long-term development of the company, and there is no damage to the interests of the company or minority shareholders. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provided guarantees for the company’s application for credit line, alleviated the capital pressure required for the company’s operation and development, complied with the interests of listed companies, and did not damage the interests of the company and shareholders. Therefore, we agree to the matter and submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Prior approval and independent opinions on the expected guarantee amount in 2022
1. Prior approval opinion
The company’s expected guarantee amount in 2022 is to meet the capital needs of the operation and development of subsidiaries, and the guaranteed objects are all subsidiaries within the scope of consolidated statements. Their financial risks are generally controllable, and there is no situation that damages the interests of the company or minority shareholders. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, are expected to provide related guarantees for the company’s annual guarantee. The company has submitted relevant materials to us in advance, and we have conducted a prior review. We believe that the matter is to meet the capital needs of the company’s operation and development, and there is no situation that damages the interests of all shareholders of the company. Therefore, it is agreed to submit it to the board of directors of the company for deliberation.
2. Independent opinion
After deliberation, we believe that the company’s expected guarantee amount in 2022 is to meet the capital needs of the operation and development of subsidiaries, improve financing efficiency, ensure the smooth development of business and comply with the overall interests of the company.
The guaranteed objects are all subsidiaries within the scope of consolidated statements. The company has a full understanding and control of its business status, credit and solvency, and the risk is controllable. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provided free related party guarantees for the company’s annual guarantee projections, reflecting the controlling shareholders’ support for the company. The deliberation and decision-making procedures of this guarantee comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. Therefore, we unanimously agree on this guarantee and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the company’s compliance with the conditions for issuing shares to specific objects through summary procedures
After deliberation, we believe that according to 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 securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations, and in comparison with the requirements of relevant qualifications and conditions for listed companies to issue shares to specific objects through simple procedures, after careful self-examination item by item, we believe that the company meets the relevant laws The provisions and requirements of regulations and normative documents on the issuance of shares by listed companies to specific objects through simple procedures are qualified and qualified to apply for this issuance of shares.
10、 After deliberation on the independent opinion on the company’s plan to issue shares to specific objects through summary procedures in 2022, we believe that the company’s plan to issue shares to specific objects through summary procedures is formulated in combination with the actual situation of the company’s operation and development. The implementation of the plan is conducive to improving the company’s profitability and enhancing market competitiveness, which is in line with the company law of the people’s Republic of China, the securities law of the people’s Republic of China The provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) are in line with the long-term development of the company and the interests of all shareholders. Therefore, we unanimously agree to the 2022 plan for issuing shares to specific objects through summary procedures prepared by the company.
11、 After deliberation on the independent opinion on the company’s plan for issuing shares to specific objects through summary procedures in 2022, we believe that the company’s plan for issuing shares to specific objects through summary procedures in 2022 is in line with the company law of the people’s Republic of China, the securities law of the people’s Republic of China The provisions and requirements of laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) are in line with the long-term development of the company and do not harm the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agree that the company will issue shares to specific objects through simple procedures.
12、 Independent opinions on the demonstration and analysis report of the company’s plan to issue shares to specific objects through simple procedures in 2022
After deliberation, we believe that the demonstration and analysis report on the scheme of issuing shares to specific objects in 2022 prepared by the company this time combines the industry and development stage of the company, financing planning, financial situation, capital demand and other conditions, and the demonstration and analysis is practical and detailed, which is in line with the actual situation of the company. We unanimously agree with the demonstration and analysis report prepared by the company on the scheme of issuing shares to specific objects through simple procedures.
13、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects through simple procedures in 2022
After deliberation, we believe that the investment project of the company’s raised funds meets the provisions of relevant national policies, the current situation and development trend of the company’s industry, the actual situation and long-term development objectives of the company, and the interests of the company’s shareholders. We unanimously agree with the feasibility analysis report on the use of funds raised by issuing shares to specific objects through simple procedures in 2022 prepared by the company.
14、 Independent opinions on the report on the use of the company’s previously raised funds
After deliberation, we believe that the content of the report on the use of the previously raised funds prepared by the company is true, accurate and complete, there are no false records, misleading statements and major omissions, comply with the relevant provisions of the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and there are no violations in the storage and use of the raised funds. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds on this report.
15、 Independent opinions on the company’s measures for diluting the immediate return and filling the return by issuing shares to specific objects through simple procedures in 2022 and the commitments of relevant subjects
After deliberation, we believe that according to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Ban Fa [2013] No. 110) and the opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) In accordance with the requirements of laws, regulations, rules and other normative documents such as the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) of the CSRC, the CSRC has made a serious, prudent and objective analysis on the impact of the issuance of shares to specific objects in a simple procedure on the dilution of immediate return, and put forward specific measures to fill in the return The actual controller, directors and senior managers make relevant commitments to the filling measures, which is conducive to protecting the legitimate rights and interests of investors and does not harm the interests of the company or all shareholders. We unanimously agree that the company will issue shares to specific objects in a simple procedure to dilute the immediate return, take filling measures, filling return measures and commitments of relevant subjects.
16、 Independent opinions on the planning of shareholders’ dividend return in the next three years (20222024)
After deliberation, we believe that the board of directors of the company has formulated the return plan for shareholders’ dividends in the next three years (20222024) in accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3), the notice on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37) and the relevant provisions of the articles of association. The plan not only pays attention to the reasonable investment return to investors, but also takes into account the sustainable development of the company, which is in line with the interests of listed companies and all shareholders. We unanimously agree to the plan for shareholders’ dividend return in the next three years (20222024) prepared by the company.
17、 Independent opinions on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle the specific matters of issuing shares to specific objects through summary procedures
After deliberation, we believe that the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of issuing shares to specific objects through summary procedures. The authorization content is within the scope of the functions and powers of the general meeting of shareholders. The relevant authorization arrangements are conducive to promoting the implementation of issuing shares to specific objects through summary procedures, which is in line with the interests of the company and shareholders. We therefore agreed on the matter.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the signature page of Shenzhen Fluence Technology Plc(300647) independent directors’ prior approval and independent opinions on matters related to the 13th meeting of the third board of directors) signature of independent directors:
Gong Zhaohui, Yang Wen
specific date
