Longshine Technology Group Co.Ltd(300682) independent directors about
Independent opinions on relevant matters of the 37th meeting of the third board of directors
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, the Longshine Technology Group Co.Ltd(300682) company articles of association and the working rules for independent directors, as independent directors of the company, we have carefully consulted the relevant meeting materials of the company, and now express the following independent opinions on the relevant matters involved in the meeting: 1 Independent opinions on the company’s profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 complies with the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, conforms to the current actual situation of the company, is conducive to sharing the operating results of the company’s growth with all shareholders, is consistent with the company’s performance, is consistent with the company’s growth, and is conducive to the sustainable, stable and healthy development of the company. 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.
2、 Independent opinions on the remuneration of directors and senior managers of the company in 2021 and the remuneration and assessment scheme in 2022
We believe that the remuneration paid by the company to non independent directors and senior managers is determined by comprehensive measurement based on the company’s annual operating performance, assessment indicators, workload, regional income level and other factors. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws, regulations and the provisions of the articles of association. Therefore, we agree with the remuneration payment of non independent directors and senior managers of the company in 2021. In addition, the company’s remuneration and assessment plan for non independent directors and senior managers in 2022 is formulated based on the company’s industry, with reference to the remuneration level of enterprises of the same scale, combined with the company’s actual operation and the performance of relevant personnel. The formulation procedure of the plan is legal and effective, there is no damage to the interests of the company and shareholders, and is in line with relevant national laws, regulations and the articles of association. Therefore, we agree to the remuneration and assessment plan for non independent directors and senior managers in 2022 formulated by the board of directors of the company.
3、 Independent opinions on the self-evaluation report of the company’s 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.
4、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
1. We believe that in 2021, there was no illegal occupation of the company’s funds by the controlling shareholders and their related parties, and the capital exchanges between the company and related parties were in line with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange.
2. At the 13th meeting of the third board of directors held on November 27, 2020, the company deliberated and passed the proposal on the company’s guarantee for the loan application of a wholly-owned subsidiary, and agreed that the company’s guarantee amount for the wholly-owned subsidiary Wuxi Langyi Software Industry Development Co., Ltd. (hereinafter referred to as “Wuxi Langyi”) was RMB 315 million. As of December 31, 2021, the company provided guarantee for Wuxi Langyi, and the actual amount was 103686 million yuan. In addition to this guarantee, the company has not provided guarantees or other external guarantees for shareholders, actual controllers and their related parties. The company can conscientiously implement relevant regulations and strictly control the risk of fund occupation and external guarantee by related parties.
5、 Independent opinions on the company’s estimated daily connected transactions in 2022
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.
6、 Independent opinions on the prediction of guarantee amount for subsidiaries
We believe that: the company plans to provide guarantee for wholly-owned and holding subsidiaries in 2022. The purpose is to meet the needs of daily operation and business development of subsidiaries, improve the efficiency of financing decision-making of the company, control the guarantee risk, the company’s external guarantee decision-making procedure is legal, there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and comply with relevant laws and regulations and the articles of association, We agree with the company’s prediction of this guarantee amount.
7、 Independent opinions on the company’s renewal of the accounting firm in 2022
We believe that PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) is an audit institution in line with the provisions of the securities law, and has many years of experience and ability to provide audit services for listed companies, which can meet the requirements of the company’s financial audit. We agree to continue to appoint PricewaterhouseCoopers Zhongtian certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
8、 Independent opinions on the special report and assurance report on the deposit and actual use of the company’s raised funds in 2021
We believe that the special report and assurance report on the deposit and actual use of raised funds in 2021 (PWC ZTS Zi (2022) No. 2925) prepared by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) truthfully reflects the actual situation of the company’s deposit and use of raised funds in 2021, and complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, There is no illegal deposit and use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
9、 Independent opinions on yishiteng Technology Co., Ltd. achieving its performance commitment in 2021
According to the special audit report on the difference between the actual profit and profit forecast of easyten Technology Co., Ltd. in 2021 (PWC ZTS Zi (2022) No. 2927) issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2021 did not reach the promised net profit, After deducting non recurring profits and losses, the realization rate of net profit and committed net profit attributable to the owner of the parent company is 97.34%. From 2018 to 2021, the accumulated net profit attributable to the owner of the parent company after deducting non recurring profits and losses exceeds the accumulated committed net profit, with a realization rate of 100.75%.
We believe that the performance commitment of yishiteng Technology Co., Ltd. has been specially audited by professional audit institutions, and the data are accurate and reliable.
10、 Independent opinions on Bangdao Technology Co., Ltd. achieving its performance commitment in 2021
According to the special audit report on the difference between the actual profit and the profit forecast of Bangdao Technology Co., Ltd. in 2021 (PWC ZTS Zi (2022) No. 2926) issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), the actual net profit of Bangdao technology in 2021 exceeds the estimated net profit assessed by the income method, In 2021, after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company exceeded the promised net profit. After deducting non recurring profits and losses, the realization rate of the net profit attributable to the owner of the parent company and the promised net profit was 122.20%. From 2018 to 2021, the accumulated net profit attributable to the owner of the parent company after deducting non recurring profits and losses exceeded the accumulated committed net profit, with a realization rate of 134.15%.
We believe that the performance commitment of Bangdao Technology Co., Ltd. has been specially audited by professional audit institutions, and the data are accurate and reliable.
11、 Independent opinions on the achievement of the conditions for the release of restricted shares in the third release period reserved for the granting of restricted shares in the incentive plan of restricted shares and stock options in 2018
After verification, the performance of the company in 2020 has reached the assessment target, the actual performance completion rate of each business unit of the incentive object is 100%, and the individual assessment results of the incentive object are “good” or above. According to the conditions for lifting the restrictions on sale stipulated in the company’s 2018 restricted stock and stock option incentive plan, the company level performance evaluation conditions, business unit level and individual level performance evaluation conditions required for lifting the restrictions on sale of the restricted shares reserved and granted in the company’s equity incentive plan in the third lifting period have been met. We believe that: the lifting of the restriction is in line with the relevant provisions of the company’s 2018 restricted stock and stock option incentive plan, and the incentive object meets the qualification conditions for lifting the restriction. Its qualification as the subject of the incentive object that can be lifted is legal and effective, and neither the company nor the incentive object has the situation that the restriction cannot be lifted as stipulated in the company’s 2018 restricted stock and stock option incentive plan, The lifting of the restriction does not harm the interests of the company and all shareholders. The decision-making procedures of relevant proposals comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. It is agreed that the company will go through the formalities for the release of 1500338 restricted shares reserved for the third release period for the three incentive objects.
Independent directors: Lin Zhong, Zhao Guodong, Lin Le March 25, 2022
