Quakesafe Technologies Co.Ltd(300767) independent director
Independent opinions on matters related to the 13th meeting of the third board of directors
In accordance with the requirements of relevant laws and regulations such as the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the guiding opinions on the establishment of independent director system in listed companies and the relevant provisions of Quakesafe Technologies Co.Ltd(300767) articles of association, As an independent director of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as "the company"), based on the position of independent judgment, we have carefully reviewed the proposals considered at the 13th meeting of the third board of directors and expressed the following independent opinions:
1、 Plan for profit distribution and conversion of capital reserve into share capital in 2021
The profit distribution plan for 2021 formulated by the board of directors of the company fully considers the development stage of the company, the current actual financial situation, profitability and future development plan of the company. The profit distribution plan complies with the provisions of relevant laws and regulations such as the company law, the securities law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, and the profit distribution policies stipulated in the articles of association and the company's plan for shareholders' dividend return in the next three years (20202022). There is no situation that damages the interests of the company's shareholders, especially small and medium-sized shareholders.
We unanimously agree to the profit distribution plan for 2021 formulated by the board of directors of the company.
2、 Independent opinions on the self evaluation report on internal control of the company in 2021
The company has established a relatively perfect corporate governance structure and a sound internal control system, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. The company's internal control system has strong pertinence, rationality and effectiveness, and has been well implemented and implemented. It has played a good management and control role in all key links of the company's operation, such as procurement, production and sales, related party transactions, major investment, use of raised funds, etc., and can provide a reasonable guarantee for the preparation of true and fair financial statements, Ensure the healthy operation of the company's business activities and the control of business risks. Therefore, we believe that the company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
3、 Independent opinions on the deposit and use of the company's raised funds in 2021
After reviewing the special report on the deposit and use of raised funds in 2021 issued by the board of directors of the company and the special assurance report on the annual deposit and use of raised funds issued by ShineWing Certified Public Accountants (special general partnership), and asking relevant business personnel and internal auditors of the company, we believe that, The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete without false records, misleading statements and major omissions; It complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and truthfully reflects the actual deposit and use of raised funds of the company in 2021, and there is no violation of the deposit and use of raised funds.
4、 Independent opinion on the use of some idle raised funds and idle self owned funds for cash management. At present, the company is in good operation. On the premise of ensuring the normal operation of the company and the capital demand and capital safety of the investment projects with raised funds, the use of some idle funds for cash management and the purchase of financial products with high safety and good liquidity are not venture capital, which is conducive to improving the use efficiency of the company's funds, Increasing the company's cash asset income will not affect the use of funds in daily operation, the normal progress of investment projects with raised funds, and there is no disguised change in the investment direction of raised funds, which is in line with the interests of the company, Comply with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the company's raised funds management system, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. On the basis of entrustment, it will help the company to fully use its own funds and improve the efficiency of entrusted financial management. The use of the above funds will not adversely affect the company's business activities and is in the interests of the company and all shareholders.
We agree that the company will use idle raised funds and idle self owned funds for cash management within the approved limit.
5、 Independent opinions on carrying out futures hedging business
The futures hedging business carried out this time meets the needs of the company's operation and development, helps to reduce the impact of price fluctuations on production costs, maintain a relatively stable profit level, provides an effective guarantee for the company to further expand the national market sales scale and enhance market competitiveness, and complies with the Listing Rules of GEM stocks of Shenzhen Stock Exchange The provisions of relevant laws, regulations and the articles of association, such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, do not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
We unanimously agree on the matters of the company's futures hedging business this time.
6、 Independent opinions on changes in accounting policies of the company
This accounting policy change is a reasonable change based on the accounting standards for Business Enterprises No. 21 - leasing (CK [2018] No. 35) issued by the Ministry of Finance in 2018, which can more objectively and fairly reflect the company's financial situation and operating results, meet the relevant requirements of national laws and regulations and the actual situation of the company, and the decision-making procedure of accounting policy change is in line with the provisions of relevant laws, regulations and the articles of association, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
We unanimously agree to the change of the company's accounting policy.
7、 Independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
According to the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the articles of association of the company, it is verified that there was no external guarantee of the company and its subsidiaries in 2021; There is no guarantee for the actual controller and its affiliates, debt guarantee directly or indirectly for the guaranteed object with an asset liability ratio of more than 70%, or guarantee for any legal entity or individual; There is no illegal guarantee for major shareholders. As of December 31, 2021, the external guarantee balance of the company and its subsidiaries was 0 yuan.
In 2021, the company will not be occupied by non operating funds of related parties; There is also no situation of "occupation during the period and return at the end of the period".
Independent directors: Zhou Fulin, Ding Jiemin, Huo Wenying, Fang Ziwei March 19, 2022
