Shenzhen Minkave Technology Co.Ltd(300506)
On relevant matters of the 13th meeting of the 4th board of directors
separate opinion
Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the company”) held the 13th meeting of the 4th board of directors on April 1, 2022. In accordance with the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the rules for independent directors of listed companies, the guidelines for the performance of duties of independent directors of listed companies, the articles of Association and the working system of independent directors, we, as independent directors of the company, based on the principle of prudence and independent judgment, The fourth meeting of the 13th independent board of Directors hereby gives the following opinions on the matters considered by the 13th independent board of directors:
1、 Independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021
(I) special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties
The company has established and well implemented an effective internal control system in strict accordance with relevant laws and regulations, departmental rules, normative documents and the articles of association. The controlling shareholders and other related parties of the company are aware of and strictly abide by the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other laws and regulations, normative documents and the articles of association.
After verification, during the reporting period, the controlling shareholders and other related parties of the company did not occupy the company’s funds, nor did they occupy funds illegally by related parties that occurred in previous years and continued to December 31, 2021. (II) special description and independent opinions on the company’s external guarantee in 2021
According to the relevant provisions and requirements of the company law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and the Listing Rules of Shenzhen Stock Exchange gem, we believe that the company does not provide guarantees for shareholders and their affiliates, any unincorporated units or individuals. In 2021, the company’s decision-making procedures for guarantee behavior of subsidiaries and between subsidiaries were legal and effective, and the approval procedures and information disclosure procedures for external guarantee were performed. After carefully checking the subject qualification, credit status and financial status of the guaranteed, objectively evaluating and fully revealing the risks of external guarantee, as of the end of the reporting period, there is no indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt.
2、 Independent opinions on profit distribution plan in 2021
The profit distribution plan of the company in 2021 is: no cash dividend, no bonus shares, and no conversion of provident fund into share capital.
After review, we believe that the plan proposed by the board of directors of the company not to carry out profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, does not damage the rights and interests of minority shareholders, and is conducive to the long-term development of the company. Therefore, we agree to the profit distribution plan for 2021.
3、 Independent opinions on the special report on the deposit and use of raised funds in 2021
The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company truly, accurately and completely reflects the deposit and use of raised funds in 2021, and there are no false records, misleading statements or major omissions.
In 2021, the deposit and use of the company’s raised funds met the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, and the company’s raised funds management system. There were no violations of laws and regulations in the deposit, use, management and disclosure.
4、 Independent opinions on the 2021 internal control evaluation report
The 2021 internal control evaluation report issued by the company complies with the relevant provisions of the basic norms of enterprise internal control and its supporting guidelines, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on the annual internal control evaluation report, and the guidelines for the self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem, which is true, objective and reliable It accurately reflects the actual construction and operation of the company’s internal control system in 2021. The company has established and implemented a relatively perfect internal control system, which meets the requirements of national laws and regulations, departmental rules and normative documents, meets the actual needs of the current company’s production and operation, and can ensure the normal development of various production and operation activities and the safety and integrity of assets.
5、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance
After verification, the contents of the proposal of the board of directors on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to small amount rapid financing comply with relevant laws and regulations, such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the review of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange According to the provisions of normative documents and the articles of association, the resolution procedure is legal and effective. This time, the general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through simple procedures, which is conducive to the company to make full use of the financing function of the capital market and enhance the company’s financial strength, so as to better expand the company’s business. The board of directors implements microfinance within the scope authorized by the general meeting of shareholders, and the risk is controllable, There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders.
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(there is no text on this page, which is the signature page of Shenzhen Minkave Technology Co.Ltd(300506) independent directors’ independent opinions on matters related to the 13th meeting of the 4th board of directors) independent directors:
Thoughtful Jiang Yanbo Zhang Bo
Time: April 1, 2022
