Independent opinions of independent directors on relevant matters
Shenzhen Topband Co.Ltd(002139)
Independent opinions of independent directors on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and other relevant laws, regulations and normative documents, as well as the articles of association of Shenzhen Shenzhen Topband Co.Ltd(002139) Co., Ltd, As an independent director of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”), in the spirit of good faith and diligence, we carefully reviewed and understood the relevant proposals of the 21st Meeting of the seventh board of directors, and expressed the following independent opinions:
1、 Independent opinions on the company’s profit distribution plan in 2021
The annual profit distribution plan proposed by the shareholders’ meeting in 2021 is in line with the provisions of the laws and regulations of the company, and we agree that the annual profit distribution plan proposed by the shareholders’ meeting in 2021 is in line with the provisions of the laws and regulations of the company.
2、 Independent opinions on the evaluation report of the company’s internal control
After consulting the company’s relevant internal control system, we believe that the internal control evaluation report objectively reflects the company’s situation, the company’s internal control system meets the requirements of relevant Chinese regulations and securities regulatory authorities, and plays a good role in all links of enterprise production management.
3、 Independent opinions on the remuneration of directors and senior managers in 2021
We believe that the company can strictly implement the remuneration of directors and senior managers and relevant incentive and assessment systems in 2021, and the business performance assessment and remuneration payment procedures comply with the provisions of relevant laws, regulations and the articles of association. We agree to submit the remuneration proposal of directors to the annual general meeting of shareholders for deliberation.
4、 Independent opinions on the deposit and use of funds raised in 2021
It is verified that the deposit and actual use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds.
5、 Independent opinions on whether the third exercise of 2018 stock option incentive plan meets the exercise conditions and can be exercised
1. After verification, the third exercise period stipulated in the Shenzhen Topband Co.Ltd(002139) 2018 stock option incentive plan (Revised Draft) has met the exercise conditions, and the incentive object can be in the third exercise period of the company
Independent opinions of independent directors on relevant matters
Internal exercise of rights (from the first trading day after 36 months from the authorization date to the last trading day within 48 months from the authorization date, i.e. from January 5, 2022 to January 4, 2023), and the subject qualification of incentive objects is legal and effective;
2. The company promises not to provide loans, loan guarantees or any other financial assistance plans or arrangements to the incentive objects of this exercise, and this exercise does not harm the interests of the company and all shareholders;
3. This exercise is conducive to strengthening the close relationship between the company and the incentive object, strengthening the concept of common sustainable development, stimulating the creation of long-term value, and promoting the long-term and stable development of the company.
We agree that 543 incentive objects will exercise their rights in the third exercise period stipulated in the 2018 equity incentive plan.
6、 Independent opinions on adjusting the incentive objects and the number of stock options in the 2018 stock option incentive plan
As the incentive objects Zhang Ran and Wu Mingli resigned and left the company for personal reasons, they no longer meet the conditions for becoming equity incentive objects. During the assessment period of the third exercise period, there are some options that do not meet the exercise conditions. At the 21st Meeting of the seventh board of directors, 551500 stock options that do not meet the exercise conditions due to resignation and assessment are adjusted to comply with the administrative measures for equity incentive of listed companies According to the provisions of laws, regulations and normative documents such as the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9: equity incentive, 2018 stock option incentive plan (Revised Draft), the procedures are legal and compliant, and there is no behavior damaging the interests of the company and minority shareholders. In 2018, the number of granted objects of the company’s stock option incentive plan was reduced from 567 to 543, and the total number of stock options that meet the exercise conditions and have not yet been exercised was adjusted to 140493 million. Other stock options that do not meet the exercise conditions will be uniformly cancelled by the company.
In conclusion, we agree that the board of directors of the company will adjust the incentive objects and the number of stock options in the 2018 stock option incentive plan.
7、 Independent opinions on cash management of using some idle raised funds and self owned funds
We believe that the decision-making procedures for the company to use some idle raised funds and idle self owned funds to purchase bank investment products with high safety and good liquidity comply with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Relevant provisions of the articles of association and the company’s measures for the administration of the use of raised funds. Without affecting the investment projects of the company’s raised funds and the normal operation of the company, the company uses some idle raised funds of no more than 100 million yuan and 60000 self owned funds to buy bank investment products with high safety and good liquidity, which is conducive to improving the use efficiency of short-term idle raised funds and self owned funds,
Independent opinions of independent directors on relevant matters
It can obtain certain investment income, does not change the purpose of the raised funds in a disguised form, will not affect the construction and use of the raised funds, and will not affect the normal operation of the company, which is in line with the interests of the company and all shareholders.
8、 Independent opinion on the reappointment of the audit institution in 2022
The company decided to renew the appointment of Tianzhi Certified Public Accountants (special general partnership) as the company’s audit institution in 2022. After verification, the firm has the qualification of securities and futures related businesses, can independently be competent for the company’s audit work, and can adhere to the independent audit standards in the audit work in 2021, and the audit opinions truly and accurately reflect the actual situation of the company. The company’s employment procedures comply with the relevant provisions of the articles of association. We agree to renew the appointment of Tianzhi certified public accountants as the company’s audit institution in 2022, and agree to submit the proposal to the company’s general meeting of shareholders for deliberation.
9、 Independent opinion on the provision for asset impairment in 2021
The provision for asset impairment this time follows the principle of prudence, complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, truly reflects the company’s financial situation, has sufficient basis, does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and the review procedures comply with the provisions of relevant laws and regulations and the articles of association. After the provision for asset impairment is withdrawn this time, the company’s financial statements can objectively and fairly reflect the company’s asset status and operating results. Therefore, we unanimously agree on the provision for asset impairment of the company this time.
10、 Independent opinions on correction and retroactive adjustment of previous accounting errors
In view of the company’s intention to spin off its holding subsidiary Shenzhen Research Control Automation Technology Co., Ltd. (hereinafter referred to as “research control automation”) to A-share listing, the company, based on the principle of prudence, in order to maintain the consistency of IPO audit, makes error correction and retroactive adjustment on the capitalization of R & D expenses, share based payment and income tax involved in research control automation.
The independent directors believe that the correction of accounting errors complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information. The corrected financial data and financial statements can more objectively, accurately and truly reflect the company’s financial position, operating results and cash flow, The deliberation and voting procedures of the board of directors on the correction of accounting errors comply with the relevant provisions of laws, regulations and the articles of association of the company, and there is no damage to the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, the independent directors unanimously agreed to the correction and retroactive adjustment of accounting errors.
Independent opinions of independent directors on relevant matters
11、 Independent opinions on share repurchase plan of the company
1. The company’s share repurchase plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for share repurchase of listed companies, the opinions on supporting the share repurchase of listed companies, the self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other laws and regulations and the relevant provisions of the articles of association. The convening, deliberation and voting procedures of the board meeting shall comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2. The purpose of the company’s share repurchase is to have confidence in the future development prospects and recognize the value of the company. Based on the long-term sustainable development of the company, in order to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of core backbone employees, share the company’s growth income, and comprehensively consider the business development, operation, financial status, future profitability and the recent performance of the company’s stock secondary market, The company decided to buy back some shares of the company with its own funds. All the company’s shares repurchased are used to implement equity incentive or employee stock ownership plan for key employees. If the company fails to implement the above purposes within 36 months after the completion of share repurchase, or all the shares repurchased are not used for the above purposes, the unused part will be cancelled according to law. The company’s share repurchase is conducive to continuously improve the long-term incentive and restraint mechanism of mutual benefit and win-win results, effectively combine the interests of shareholders, the company and the core team, and enhance the overall value of the company.
2. The total capital of the company’s share repurchase this time is limited to 60 million yuan and the lower limit is 40 million yuan. The repurchase price does not exceed 16 yuan / share, and the source of capital is the company’s own funds. According to the company’s operation, finance, R & D and capital status, this share repurchase will not have a significant impact on the company’s operation, finance, R & D, debt performance ability and future development. After the repurchase, the equity distribution of the company meets the conditions of the listed company and will not affect the listing status of the company. To sum up, we believe that the company’s share repurchase is legal and compliant, and there is no situation damaging the interests of the company and shareholders, especially small and medium-sized shareholders. The share repurchase plan of the company is feasible, and we agree with the share repurchase plan of the company.
Independent director: Huang Yuegang, Hua Xiuping, Li Xumeng March 22, 2022
