Jiangsu Gian Technology Co.Ltd(300709)
Independent opinions of independent directors on matters related to the ninth meeting of the third 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 rules for independent directors of 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 Jiangsu Gian Technology Co.Ltd(300709) articles of association, the Jiangsu Gian Technology Co.Ltd(300709) independent director system and other relevant laws, regulations and rules, As an independent director of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”), based on our objective and independent judgment, we express the following independent opinions on the relevant matters of the ninth meeting of the third board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
After review, we believe that the profit distribution plan for 2021 formulated by the board of directors of the company is based on the actual operation and financial situation of the company, in line with relevant laws and regulations and relevant provisions on profit distribution in the articles of association, and there is no situation that damages the interests of shareholders of the company. We agree to the company’s profit distribution plan for 2021 and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinions on confirming the remuneration and allowance of directors and senior managers of the company in 2021 and the remuneration and allowance scheme of directors and senior managers of the company in 2022
After review, we believe that the remuneration paid by the company to directors and senior managers is determined by comprehensive measurement of assessment indicators, workload, regional income level and other factors on the basis of the company’s annual operating performance. 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 directors and senior managers of the company in 2021.
In addition, the company’s remuneration plan for directors and senior managers in 2022 is formulated according to 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 company’s remuneration plan for directors and senior managers in 2022.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After review, we believe that the self-evaluation report of the company’s internal control in 2021 truly, accurately and completely reflects the operation of the company’s internal control system in 2021, and there are no false records, misleading statements or major omissions. During the reporting period, the company carried out production and operation in strict accordance with the relevant provisions of the internal control system. The company’s internal control over business and matters such as raised fund management, internal audit and supervision, contract management, related party transactions, foreign investment and foreign guarantee, information disclosure, financial management system and financial report was strict and effective, which ensured the normal operation of the company and improved the operation efficiency and effect of the company.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After examination, we believe that the company’s special report on the deposit and use of raised funds in 2021 comprehensively and truly reflects the deposit and use of raised funds, and there are no false records, misleading statements or major omissions. The deposit and use of the raised funds of the company in 2021 comply 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, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the measures for the management of raised funds of the company, The actual use of the raised funds is legal and compliant, there is no illegal 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.
5、 Independent opinions on the company’s plan to continue to hire an accounting firm
After examination, we believe that zhongxinghua Certified Public Accountants (special general partnership) has the qualification of securities and futures business. During the period of auditing the company’s financial statements in 2021, it has completed various audit tasks of the company as planned, and the report issued by it reflects the company’s financial situation and operating results fairly and objectively. Zhongxinghua Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, has the experience and ability to audit for listed companies, can meet the needs of the company’s financial audit, can independently audit the company’s financial situation, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. We agree to renew the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted and adjustment of repurchase price
After review, we believe that the company’s proposed repurchase and cancellation of some restricted shares granted to incentive objects but not yet lifted the restrictions on sales and the adjustment of repurchase price comply with the provisions of the company’s incentive plan, the measures for the administration of equity incentives of listed companies and other relevant laws and regulations, the repurchase procedure is legal and compliant, there is no situation affecting the continuous operation of the company, and does not infringe on the rights and interests of the company and all shareholders, We unanimously agreed to repurchase and cancel 19424 restricted shares granted to the resignation incentive object but not yet lifted the restrictions on sales, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the provision for credit impairment and asset impairment
After review, we believe that the company’s provision for credit impairment and asset impairment in 2021 is based on the consideration of the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises, in line with the actual situation of the company, and helps to provide more authentic and reliable accounting information. After the provision for credit impairment and asset impairment is made this time, the company’s financial statements more fairly reflect the company’s production and operation, and there is no harm to the interests of shareholders. It is agreed that the provision for credit impairment and asset impairment is made this time.
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(there is no text on this page, which is the signature page of the independent opinions of Jiangsu Gian Technology Co.Ltd(300709) independent directors on matters related to the ninth meeting of the third board of directors) independent directors:
Zhou Jian, Liu Yongbao, Wang Zong
