Ningbo Zhenyu Technology Co.Ltd(300953) independent directors about
Independent opinions on relevant matters of the fourth meeting of the Fourth Board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations, as well as the Ningbo Zhenyu Technology Co.Ltd(300953) articles of association According to the working rules of Ningbo Zhenyu Technology Co.Ltd(300953) independent directors, as the independent directors of Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as “the company”), we, in the attitude of being responsible to the company, all shareholders and small and medium-sized investors, after reviewing relevant documents and materials, express independent opinions on the matters related to the company’s plan to issue shares to specific objects and list on GEM in 2022 (hereinafter referred to as “the issuance”):
1、 Independent opinions on the company meeting the conditions for issuing shares to specific objects and listing on the gem
After verification, we believe that: according to the provisions of relevant laws, regulations and normative documents such as 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 the detailed rules for the implementation of non-public development of shares by listed companies (revised in 2020), compared with the conditions for companies listed on the gem to issue shares to specific objects, We have checked and carefully demonstrated the actual situation and related matters of the company item by item, and believe that the company complies with the provisions of relevant laws, regulations and normative documents on the issuance of shares by listed companies to specific objects, and has the qualifications and conditions for gem to issue shares to specific objects. 2、 Independent opinions on the company’s plan and plan for issuing shares to specific objects and listing on GEM in 2022
After carefully reviewing the plans and plans formulated by the board of directors of the company for issuing shares to specific objects and listing on the gem in 2022, we believe that the plans and plans for this issuance comply with the provisions of relevant laws, regulations and normative documents and do not harm the interests of the company and other shareholders. The scheme of issuing shares to specific objects and listing on the gem is feasible. The price and pricing method of this issuance comply with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), and there is no damage to the interests of the company or minority shareholders.
3、 Independent opinions on the demonstration and analysis report of the company’s plan to issue shares to specific objects and list on the gem in 2022
After verification, we believe that the proposal fully demonstrates the necessity of issuing shares to specific objects and listing on the gem, the appropriateness of the selection scope, quantity and standard of issuing objects, the rationality of pricing principles, basis, methods and procedures, the feasibility of issuing methods, the fairness and rationality of issuing schemes, and the feasibility of measures to fill the diluted immediate return. We believe that this issuance of the company is necessary and feasible. The implementation of the plan of issuing shares to specific objects and listing on the gem will help to improve the company’s sustainable profitability and comprehensive strength, in line with the company’s development strategy and the interests of the company and all shareholders.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects and listing on the gem in 2022
After verification, we believe that the investment project of the raised funds meets the national industrial policy, the current situation and development trend of the company’s industry, the actual situation and development needs of the company, and is conducive to enhancing the profitability of the company and realizing the long-term development goal of the company.
5、 Independent opinions on the special report on the use of the company’s previously raised funds
After verification, we believe that: After reviewing the relevant reports of the company on the use of the previously raised funds, we believe that the company has strictly complied with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the storage and use of raised funds, the disclosed information on the use of raised funds is true, accurate and complete, and there is no violation of the storage and use of raised funds.
6、 Independent opinions on the risk tips and filling measures for diluting the immediate return of the company’s shares issued to specific objects this time
After verification, we believe that: in order to protect the interests of small and medium-sized investors, the company has analyzed the impact of this issuance on the dilution of immediate return, put forward specific measures to fill the return, and relevant subjects have also made commitments to the practical implementation of the company’s measures to fill the return, Relevant measures and commitments comply with the opinions of the general office of the State Council on improving and 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), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), There is no situation that damages the interests of the company and small and medium-sized investors.
7、 Independent opinions on the company’s shareholder return plan for the next three years (20222024)
After verification, we believe that the proposal on formulating the company’s shareholder return plan for the next three years (20222024) formulated by the company is in line with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the notice on further implementing matters related to cash dividends of listed companies and the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies issued by the CSRC. We believe that 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. 8、 Independent opinions on the establishment of special accounts for raised funds by the company
After verification, we believe that the company plans to issue shares to specific objects to raise no more than RMB 80 million. Within one month after the raised funds are in place, the company will sign a tripartite supervision agreement with the sponsor and the commercial bank storing the raised funds. We believe that in order to regulate the management and use of the company’s raised funds and protect the rights and interests of small and medium-sized investors, the proposal 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 of listed companies and the company’s raised funds management system.
9、 Independent opinions on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the issuance of shares by the company to specific objects
After verification, we believe that: in order to ensure the smooth implementation of the company’s issuance, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the relevant matters of the issuance. We believe that the contents of the authorization are in line with the administrative measures for the registration of securities issuance of companies listed on GEM (Trial) The detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, as well as the relevant provisions of the articles of association.
10、 Independent opinions on the signing of the issue of shares to specific objects and the signing of conditional share subscription agreement between the company and the subscription object
After verification, we believe that the share subscription agreement signed between the company and Mr. Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., which is controlled by Mr. Jiang Zhenlin, complies with the provisions of relevant laws, regulations and normative documents. The terms of the above agreement are reasonable and do not damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree that the company and Mr. Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., which is under the control of the company, sign the share subscription agreement with conditional effect for issuing shares to specific objects, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
11、 Independent opinions on related party transactions involved in the issuance of shares to specific objects
After verification, we believe that the issuing objects of the shares issued to specific objects include Mr. Jiang Zhenlin, the actual controller of the company, and Ningbo Zhenyu new energy Co., Ltd., which is controlled by the company. The subscription objects are subscribed in cash. This issuance of shares to specific objects constitutes a connected transaction.
The related directors avoided the deliberation and voting of related proposals. The decision-making procedures comply with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public development of shares by listed companies and other relevant laws, regulations and the articles of association. This connected transaction complies with the principles of openness, fairness and impartiality and the interests of all shareholders of the company. Therefore, we agree that the company’s issuance of shares to specific objects involves related party transactions, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
12、 Independent opinions on Exemption of shareholders from increasing their shares in the company by offer
After verification, we believe that: according to the measures for the administration of the acquisition of listed companies issued by the China Securities Regulatory Commission, if the shares with interests in a listed company reach or exceed 50% of the issued shares of the company, continuing to increase their interests in the company will not affect the listing status of the company, and investors can be exempted from making offers. Jiang Zhenlin and his controlled Ningbo Zhenyu new energy Co., Ltd. plan to subscribe for the company’s shares issued to specific objects in cash. Jiang Zhenlin and Hong Ruidi, the actual controllers of the company, directly hold 31.52% and 14.16% of the shares of the company respectively, accounting for 45.68% of the total share capital of the company before issuance; Juxin investment controlled by Mr. Jiang Zhenlin holds 5.35% of the shares of the company; Therefore, Mr. Jiang Zhenlin and Ms. Hong Ruidi jointly control 51.03% of the voting shares of the company through direct and indirect shareholding. The subscription object is Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd. controlled by him. After the issuance, the actual controllers Jiang Zhenlin and Hong Ruidi still hold more than 50% of the company, so they can be exempted from making an offer.
13、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract
1. The formulation and review process of the company’s restricted stock incentive plan (Draft) for 2022 (hereinafter referred to as “incentive plan (Draft)”) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as “administrative measures”). When the board of directors of the company deliberates the above proposal, the related directors withdraw from voting.
2. The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the incentive plan of the company have the subject qualification specified in the company law and other laws and regulations and the articles of association, and there are no following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
All the persons on the incentive list meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the incentive plan (Draft). Their subject qualification as the incentive objects of the company’s restricted stock incentive plan in 2022 is legal and effective.
4. The contents of the incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations; The granting arrangement and attribution arrangement (including granting amount, granting date, granting conditions, granting price, vesting period, vesting conditions and other matters) of restricted shares of each incentive object comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the legitimate rights and interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of this incentive plan is conducive to establishing and improving the company’s incentive and restraint mechanism and the sharing mechanism between employees and owners, attracting and retaining excellent management talents and core technology (business) backbone, effectively combining the interests of shareholders, the company and the personal interests of senior managers, core management and Technology (business) backbone of the company, and promoting all parties to pay common attention to the long-term development of the company, Ensure the realization of the company’s development strategy and business objectives.
To sum up, we agree that the company will implement the incentive plan and submit the matter to the general meeting of shareholders for deliberation.
14、 Independent opinions on the scientificity and rationality of the indicators set in the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
The setting of assessment indicators of the company’s restricted stock incentive plan in 2022 complies with the basic provisions of laws and regulations and the articles of association. The assessment is divided into two levels: company level performance assessment and individual level performance assessment. At the company level, the performance assessment selects net profit, which is the final embodiment of the company’s profitability and enterprise growth, and can establish a better image of the capital market. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, as well as the realization possibility and incentive effect on the company’s employees. The index setting is reasonable and scientific. In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will take the performance evaluation results of the incentive object in the previous year as the personal conditions to determine whether the incentive object can belong.
To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan. We unanimously agree on the management measures for the implementation and assessment of this plan and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
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Independent director: Bei Hongjun
Independent director: you Tinghui
Independent director: Qin Ke
