Shenzhen Crastal Technology Co.Ltd(300824)
Opinions of independent directors on matters related to the 20th meeting of the third board of directors
separate opinion
In accordance with the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the growth enterprise market, the articles of association, the working system of independent directors and other relevant provisions, as the independent director of the company, with a rigorous and responsible attitude, he has conducted prudent and serious supervision and deliberation on the relevant matters discussed at the meeting, Based on my independent judgment, I hereby express the following independent opinions on the relevant matters considered at the 20th meeting of the third board of directors of the company:
1、 Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties in 2021
After careful understanding and verification of the funds occupied and external guarantees by the controlling shareholders and related parties during the reporting period, we believe that:
(1) During the reporting period, there was no abnormal occupation of the company's funds by controlling shareholders and other related parties;
(2) During the reporting period, the company did not provide guarantees for the controlling shareholders and other related parties holding less than 50% of the company's shares, any unincorporated units or individuals; During the reporting period, the company conscientiously implemented the relevant provisions, and there was no illegal external guarantee from previous years to December 31, 2021; All guarantees during the reporting period have fulfilled the corresponding legal procedures in accordance with the articles of association and other relevant systems;
Accumulated and current external guarantees of the company: as of December 31, 2021, the accumulated external guarantee balance of the company was 422868 million yuan, all of which were guarantees of the company to wholly-owned subsidiaries, accounting for 4.33% of the total audited assets and 5.90% of the net assets of the company as of December 31, 2021. The company and its holding subsidiaries have no guarantee for other external units, no overdue guarantee amount or guarantee amount involved in litigation, and the amount of loss due to the judgment of losing the guarantee.
2、 Independent opinions on the company's self evaluation report on internal control in 2021
It objectively and truly reflects the true situation of the company's internal control, and there are no false records, misleading statements or major omissions.
The company's internal control system meets the requirements of relevant laws, regulations and regulatory authorities, and meets the development needs of the company's operation and management at this stage. During the reporting period, the company established a relatively reasonable and perfect internal control system, mainly focusing on the internal environment, risk assessment, control activities, information and communication, internal supervision and other five factors. All systems and business processes can be effectively implemented in all business links, and there are no major defects in integrity, rationality and effectiveness, It ensures the standardized operation of the company's business activities and operational risk control. The company has been committed to improving the internal control system. At the same time, it actively pays attention to the latest requirements on internal control issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, timely modifies relevant systems, and implements effective implementation in all operation links of the company.
3、 After verification of the independent opinion on the special report on the deposit and use of raised funds in 2021, we believe that the deposit and use of 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.
4、 Independent opinions on the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021
After verification, we believe that the plan fully considers the reasonable investment return to the majority of investors, matches the actual situation and development strategy of the company, is conducive to all shareholders to share the operating results of the company, and the above profit distribution plan will not cause the shortage of working capital or other adverse effects of the company. The above plan complies with the provisions of relevant laws, regulations and the articles of association, and has legitimacy and compliance rationality. We agree to the profit distribution plan and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on using some idle raised funds and self owned funds for cash management
After verification, we believe that on the premise of complying with national laws and regulations and ensuring the safety of funds, the company uses some idle raised funds and its own funds for cash management, which is conducive to improving the cash management income of raised funds and its own funds. There is no behavior of changing the purpose of raised funds in a disguised form, which will not affect the construction of raised funds and the normal operation of the company, and is in line with the interests of the company and all shareholders, There are no circumstances damaging the interests of the company and shareholders, and the relevant approval procedures comply with the relevant provisions of laws and regulations. Therefore, the independent directors unanimously agree that the company will use some idle raised funds and its own funds for cash management within the scope of authorization.
6、 Independent opinions on the proposal on the company and its subsidiaries applying to the bank for comprehensive credit line in 2022 and the company providing guarantee for its subsidiaries applying for comprehensive credit line
After verification, we believe that: the company and its subsidiaries plan to apply to the bank for a comprehensive credit line of no more than RMB 400 million in 2022, which is conducive to the company to speed up capital turnover and improve capital use efficiency. There is no damage to the interests of the company and shareholders. In addition, the company is in good operation and has strong solvency, and will not bring significant financial risks to the company; The guarantee object is a wholly-owned subsidiary of the company. The company has a full understanding and control of its business status, credit and solvency, the risk is controllable, and there is no damage to the interests of the company and all shareholders; The review and decision-making procedures are legal and effective, comply with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant laws and regulations, and agree that the company and its subsidiaries apply to the bank for the comprehensive credit line in 2022 and the company provides guarantees for wholly-owned subsidiaries.
7、 Independent opinions on the special notes on securities investment
After review, we believe that the funds for securities investment of the company during the reporting period came from the company's own funds and did not affect the development of the company's main business. The securities investment activities carried out by the company in 2021 did not violate the provisions of laws, regulations and normative documents, complied with the articles of association, the company's securities investment management system and other relevant provisions, and the decision-making procedures were legal and compliant.
8、 Independent opinions on the proposal on using idle self owned funds for securities investment
After review, we believe that the company's current operation is normal and its financial status and cash flow are good. On the premise of ensuring capital liquidity and safety, the company and its holding subsidiaries use some idle self owned funds for securities investment, which is conducive to improving the company's capital income level and enhancing the company's profitability, and will not have an adverse impact on the company's production and operation, There is no harm to the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant.
The board of directors of the company has formulated practical and effective securities investment management system and other internal control measures, so that the safety of funds can be guaranteed and the investment risk can be effectively controlled. In conclusion, all independent directors unanimously agree that the company and its holding subsidiaries use their own funds with a maximum amount of no more than 50 million yuan (including 50 million yuan) for securities investment.
9、 Independent opinions on the proposal on developing foreign exchange derivatives trading business
After review, we believe that: on the premise of ensuring normal production and operation, the company and its holding subsidiaries carry out foreign exchange derivatives trading business, which helps to improve the company's ability to deal with foreign exchange fluctuation risk, better avoid and prevent the risk of exchange rate fluctuation in the foreign exchange market, and reduce the adverse impact of large exchange rate fluctuation on the company's performance. The company has formulated the foreign exchange derivatives trading business management system, which is conducive to strengthening the trading risk management and control. The deliberation procedure of the proposal complies with the provisions of relevant laws and regulations and the articles of association. The development of the above foreign exchange derivatives trading business does not harm the interests of the company and shareholders, especially the interests of minority shareholders. The independent directors of the company unanimously agree that the company and its holding subsidiaries carry out foreign exchange derivatives trading business.
10、 Independent opinions on the company's 2022 directors' remuneration plan
After review, we believe that the company's 2022 director compensation plan is formulated according to the company's industry and in combination with the company's own actual situation, which is conducive to strengthening the work enthusiasm of the company's directors and the long-term development of the company, and there is no harm to the interests of the company and shareholders. The decision-making procedure shall comply with relevant laws and regulations and the relevant provisions of the articles of association.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the company's 2022 senior management compensation plan
After review, we believe that the salary scheme is in line with the actual situation of the company's operation and management, which is conducive to strengthening the diligence of the company's senior managers and does not harm the interests of investors. The deliberation and voting of this proposal comply with the company law of the people's Republic of China, 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, regulations, normative documents and the relevant provisions of the articles of association. We agree to the motion.
12、 Independent opinions on the company's proposal on adjusting the grant price of some restricted shares granted for the first time under the restricted stock incentive plan in 2021
After review, we believe that the adjustment of the grant price of the first class II restricted shares granted in the restricted stock incentive plan in 2021 is in line 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 incentive plan, and in line with the actual situation of the company. This adjustment is within the scope of authorization of the general meeting of shareholders of the company, and the necessary procedures have been performed. The adjustment procedures are legal and compliant, and there is no damage to the interests of the company and shareholders. Therefore, we agree that the company will adjust the grant price of class II restricted shares for the first time.
13、 Independent opinions on the proposal on the achievement of vesting conditions in the first vesting period of part of the first vesting period granted by the restricted stock incentive plan in 2021
After review, we believe that according to the measures for the administration of equity incentive of listed companies, the company's restricted stock incentive plan in 2021 (Draft), the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 and other relevant provisions, the attribution conditions for the first vesting period of the first part of the company's restricted stock incentive plan in 2021 have been achieved. The subject qualification of the 23 incentive objects to be granted the second type of restricted shares for the first time is legal and effective, and meets the attribution conditions. This ownership complies with the relevant provisions of the company's restricted stock incentive plan in 2021, which is conducive to strengthening the close relationship between the company and the incentive object, strengthening the concept of common sustainable development, maintaining the stability of the company's core employees and promoting the long-term and steady development of the company. The necessary deliberation procedures have been performed for the attribution matters, which are in line with the authorization of the general meeting of shareholders, the decision-making procedures are in line with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and the majority of shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree that the company will handle the ownership of class II restricted shares in the first vesting period for the incentive objects who meet the conditions.
14、 Independent opinions on the proposal on Canceling Part of the granted but not yet vested class II restricted shares of the company
After review, we believe that: according to the provisions of the incentive plan, the restricted shares that are not vested in the first vesting period of the company's restricted stock incentive plan for the first time in 2021 are cancelled by the company, which complies with the relevant provisions of the listing rules, management measures and the incentive plan of the company, and the decisions made have fulfilled the necessary procedures. Therefore, we unanimously agree that the company shall cancel the class II restricted shares that cannot be attributed.
15、 Independent opinions on the company's proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
After careful review of the company's 2022 restricted stock incentive plan (Draft) and its summary, we believe that:
1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the measures for the administration of equity incentive of listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange. The company is qualified to implement the equity incentive plan.
2. The incentive objects of the 2022 restricted stock incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and meet the scope of incentive objects specified in the company's 2022 restricted stock incentive plan (Draft) and its abstract. Its subject qualification as the incentive object of the company's equity incentive plan is legal and effective.
3. The contents of the company's restricted stock incentive plan (Draft) in 2022 comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting and vesting arrangements of restricted shares (including granting amount, granting price, validity period, granting date, vesting date, lock up period, etc.) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company's implementation of the restricted stock incentive plan in 2022 is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. After deliberation, we believe that the company's restricted stock incentive plan in 2022 is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects granted by the company's restricted stock incentive plan in 2022 meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. Therefore, we agree that the company will implement the restricted stock incentive plan in 2022, and agree to submit the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary to the general meeting of shareholders for deliberation.
16、 Independent opinions on the company's proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
The assessment indicators of this incentive plan are divided into two levels: the company level and the industry level
