Securities code: Shenzhen Institute Of Building Research Co.Ltd(300675) securities abbreviation: Shenzhen Institute Of Building Research Co.Ltd(300675) opinions of independent directors
Shenzhen Institute Of Building Research Co.Ltd(300675)
Independent directors’ opinions on the third regular meeting of the third board of directors
Prior approval opinions and independent opinions on relevant matters
Shenzhen Institute Of Building Research Co.Ltd(300675) (hereinafter referred to as “the company”) held the third regular meeting of the third board of directors on March 24, 2022. 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, the articles of association and other relevant provisions, we are independent directors of the company, Based on the opinions and relevant materials approved by the third independent meeting of the board of directors, the following opinions shall be issued regularly before and after the third independent meeting of the board of directors:
1、 Independent opinions on the special report on the deposit and use of the company’s annual raised funds in 2021
We believe that the deposit and use of the company’s annual raised funds in 2021 comply with the relevant regulations of the company law, the securities law, the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies and the management system for the special deposit and use of the raised funds of the company, and there is no illegal use of the raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. Therefore, we express our independent opinions on the special report on the deposit and use of the company’s raised funds in 2021.
2、 Independent opinions on the special report on the occupation of non operating funds and other related capital transactions in 2021
We have carefully checked the occupation of non operating funds and other related capital transactions of the company in 2021. We believe that there is no occupation of non operating funds in 2021, and other related capital transactions of the company comply with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. Therefore, we have expressed our independent opinions on the special report on the occupation of non operating funds and other related capital transactions in 2021.
3、 Independent opinions on external guarantee in 2021
According to the relevant regulations and requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, we have carefully examined the external guarantee of the company in 2021. After review, the company has formulated the external guarantee management system and can earnestly implement the relevant provisions. There was no external guarantee in 2021.
Securities code: Shenzhen Institute Of Building Research Co.Ltd(300675) securities abbreviation: Shenzhen Institute Of Building Research Co.Ltd(300675) opinions of independent directors
4、 Independent opinions on 2021 profit distribution plan
We believe that the 2021 profit distribution plan of the company complies with the provisions of the articles of association and the current actual situation of the company, is conducive to sharing the operating results of the company’s growth with all shareholders, matches the company’s performance, is consistent with the company’s growth, is conducive to the sustainable, stable and healthy development of the company, and does not damage the interests of the company and its shareholders. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinion on self evaluation report on internal control in 2021
We believe that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report on internal control in 2021 prepared by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control system, can meet the requirements of the company’s management and the needs of the company’s development, and can provide a reasonable guarantee for the preparation of true and fair financial statements, It can guarantee the healthy operation of the company’s business activities and the implementation of relevant national laws and regulations and the company’s internal rules and regulations, without false records, misleading statements or major omissions. Therefore, we have expressed our independent opinions on the 2021 internal control self-evaluation report.
6、 Opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
(I) prior approval
We carefully reviewed the proposal submitted by the company and learned about the background of related party transactions. We believe that the prediction of the board of directors on the company’s daily related party transactions in 2022 is in line with the actual situation and development needs of the company. The related party transactions are carried out in accordance with the market fair price and normal business conditions, in line with the principles of open, fair and fair transactions, conducive to the production and operation of the company, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to carry out daily related party transactions according to the prediction. We agree to submit the proposal to the third regular meeting of the third board of directors of the company for deliberation, and the related directors shall withdraw from voting.
(II) independent opinions
We believe that the prediction of the board of directors on the company’s daily related party transactions in 2022 is in line with the actual situation and development needs of the company. The related party transactions are carried out in accordance with the market fair price and normal business conditions, in line with the principles of open, fair and fair transactions, which is conducive to the company’s production and operation, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The voting procedure of the board of directors on this proposal is legal and compliant, and the related directors withdraw from voting according to law. Therefore, we have expressed our independent opinions on the proposal and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Securities code: Shenzhen Institute Of Building Research Co.Ltd(300675) securities abbreviation: Shenzhen Institute Of Building Research Co.Ltd(300675) opinions of independent directors
Independent director of the third board of directors of the company
Zhang Yanping, Xie Lanjun, Zhou Junxiang
March 24, 2022
