Guochuang Software Co.Ltd(300520)
Independent opinions of independent directors on relevant matters
As an independent director of Guochuang Software Co.Ltd(300520) (hereinafter referred to as “the company”), in accordance with the provisions and requirements of relevant laws, regulations and rules, such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, articles of association and so on, in a serious and responsible manner, We carefully reviewed the relevant proposals considered at the 29th meeting of the third board of directors of the company, and expressed the following opinions after discussion:
1、 Independent opinions on the general election of the board of directors of the company and the nomination of candidates for non independent directors of the Fourth Board of directors
According to the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors and relevant materials provided to us by the board of directors of the company, after verification, we believe that:
1. The term of office of the third board of directors of the company expires, and the general election meets the relevant provisions of relevant laws and regulations, the articles of association and the needs of the company’s operation. The nomination, deliberation and voting procedures of non independent director candidates of the board of directors are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
2. Mr. Dong Yongdong, Mr. Shi Xingling, Mr. Cheng xianle, Mr. Li Fei, Mr. Chu Shisheng and Mr. Ji Jinlong, the candidates for non independent directors of the Fourth Board of directors nominated this time, are not prohibited from taking office in accordance with the provisions of the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, There is no case that it is determined as a market prohibited person by the CSRC and has not been lifted, nor is it a dishonest person to be executed, nor has it been punished or disciplined by the CSRC and the stock exchange, and has the qualification and ability to serve as a director of a listed company.
Therefore, we agree that the board of directors of the company nominate Mr. Dong Yongdong, Mr. Shi Xingling, Mr. Cheng xianle, Mr. Li Fei, Mr. Chu Shisheng and Mr. Ji Jinlong as candidates for non independent directors of the Fourth Board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the general election of the company’s board of directors and the nomination of independent director candidates for the Fourth Board of directors
According to the proposal on the general election of the board of directors and the nomination of independent director candidates for the Fourth Board of directors and relevant materials provided to us by the board of directors of the company, after verification, we believe that:
1. The term of office of the third board of directors of the company expires, and the general election meets the relevant provisions of relevant laws and regulations, the articles of association and the needs of the company’s operation. The nomination, deliberation and voting procedures of independent director candidates of the board of directors are legal and compliant, and there is no situation damaging the interests of the company and all shareholders.
2. Mr. Feng Hua, Mr. Li yaokuang and Mr. Xiao Chengwei, the candidates for independent directors of the fourth session of the board of directors nominated this time, do not have the situation that they are not allowed to serve as independent directors of listed companies as stipulated in the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, and there is no situation that they are determined to be prohibited from entering the market by the CSRC and have not been lifted, It is not a person who has been executed in bad faith, nor has it been punished or punished by the CSRC and the stock exchange. The candidates for independent directors have obtained the qualification certificate of independent directors and have the qualification and ability to serve as independent directors of listed companies. Therefore, we agree that the board of directors of the company nominates Mr. Feng Hua, Mr. Li yaokuang and Mr. Xiao Chengwei as independent director candidates of the Fourth Board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation after the qualification and independence of independent director candidates are reviewed by Shenzhen Stock Exchange.
3、 Independent opinions on the settlement of some investment projects with raised funds and the permanent supplement of surplus raised funds to working capital
After verification, we believe that when some of the company’s investment projects with raised funds meet the closing conditions, the company will permanently supplement the working capital with the surplus funds of the investment projects with raised funds, which is conducive to reducing financial expenses, improving the use efficiency of raised funds and improving the company’s operating efficiency, which is in line with the interests of all shareholders, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company has completed some investment projects with raised funds and permanently supplemented the surplus raised funds with working capital, which complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of stocks on the gem of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations. It is agreed that the company will permanently supplement the working capital with the surplus raised funds.
(there is no text on this page, which is the signature page of the independent opinions of Guochuang Software Co.Ltd(300520) independent directors on relevant matters)
Qi Meibin:
Feng Hua:
Liyao mine:
Guochuang Software Co.Ltd(300520) March 23, 2022
