Independent director of Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd
On the first meeting of the Fourth Board of directors in 2022
Independent opinions on relevant matters
In accordance with the relevant provisions of the company law, the articles of association, the working rules for independent directors and other relevant rules and regulations, as independent directors of Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd. (hereinafter referred to as “the company”), based on the principle of being responsible to all shareholders and the company, based on the position of seeking truth from facts and independent judgment, and adhering to a scientific and rigorous working attitude, we have carefully verified the following matters of the company, The independent opinions on relevant matters involved in the first meeting of the Fourth Board of directors in 2022 are as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
Based on the actual situation, the company puts forward the profit distribution plan for 2021, which meets the needs of the company’s business development and the provisions of relevant laws and regulations, the articles of association and the plan for shareholders’ dividend return in the first three years after initial public offering and listing on the gem, which is conducive to the long-term development of the company and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the company’s profit distribution plan for 2021.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company has established a relatively perfect corporate governance structure and internal control system, which meet the needs of relevant laws and regulations and the company’s normal production and operation, and can be effectively implemented. The 2021 internal control self-evaluation report prepared by the company can comprehensively, objectively and truly reflect the construction and implementation of the company’s internal control system and control system. Therefore, we agree to the matters of the company’s 2021 internal control self-evaluation report.
3、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021 the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no case of illegal deposit and use of raised funds, or changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders of the company. The special report on the deposit and use of raised funds in 2021 prepared by the company can truly, accurately and completely reflect the deposit and use of raised funds in 2021, and there are no false records, misleading statements and major omissions. Therefore, we agree to the special report on the deposit and use of the company’s raised funds in 2021.
4、 Special instructions and independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
1. Occupation of funds by controlling shareholders and other related parties of the company
In 2021, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties. 2. Accumulated and current external guarantees of the company
In 2021, the total guarantee amount of the company and its subsidiaries was 80 million yuan, accounting for 11.23% of the company’s latest audited net assets; The total balance of guarantees actually provided by the company and its subsidiaries was 80 million yuan, accounting for 11.23% of the company’s latest audited net assets. The above guarantees are provided by the company and its subsidiaries for the subsidiaries within the scope of the consolidated statements. There are no overdue guarantees, guarantees involving litigation and losses due to the judgment of losing the guarantee.
In strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the articles of association, the company strictly restricts the occupation of the company’s funds, standardizes the company’s external guarantees and controls the company’s external guarantee risks in the operating capital transactions between the controlling shareholders and other related parties and the company.
5、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
The company’s daily related party transactions in 2022 are expected to be required by the company’s daily production and operation. The transaction price is determined by both parties through negotiation according to the market price. There is no obvious unfairness, damage to the interests of the company and its shareholders, no manipulation of profits through related party transactions, in line with the provisions of relevant laws and regulations and the articles of association, and no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. When the board of directors of the company considered this proposal, the related directors have avoided voting, and the voting procedures comply with relevant regulations. Therefore, we agree with the company’s daily related party transactions in 2022.
6、 Independent opinions on the company’s 2022 directors’ remuneration plan
The 2022 directors’ remuneration plan formulated by the company conforms to the provisions of relevant laws and regulations and the current actual situation of the company, which can fully mobilize the enthusiasm and creativity of the directors of the company and improve the operation and management efficiency of the company, without damaging the interests of the company and shareholders. Therefore, we agree to the company’s 2022 directors’ remuneration plan.
7、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
The remuneration plan for senior managers formulated by the company in 2022 complies with the provisions of relevant laws and regulations and the current actual situation of the company, which can fully mobilize the enthusiasm and creativity of senior managers and improve the operation and management benefits of the company, without damaging the interests of the company and shareholders. Therefore, we agree to the company’s 2022 senior management compensation plan.
8、 Independent opinions on delaying the return of idle raised funds and continuing to be used for temporary replenishment of working capital. The company’s delay in returning idle raised funds and continuing to be used for temporary replenishment of working capital complies with the provisions of relevant laws and regulations such as 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 companies listed on GEM, etc, It can improve the use efficiency of the company’s raised funds, meet the capital needs of the expansion of the company’s business scale, do not change the investment direction of the raised funds, will not have a significant adverse impact on the normal operation of the company’s raised funds investment projects, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to postpone the return of idle raised funds and continue to use them to supplement working capital temporarily.
9、 Independent opinion on the renewal of the company’s audit institution in 2022
ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “ShineWing”) has many years of experience and ability to provide audit services for listed companies. During the period of serving as the company’s audit institution in 2021, it is diligent and responsible, can strictly comply with the requirements of laws, regulations and normative documents related to financial audit, and the audit report issued for the company objectively and fairly reflects the company’s financial status and operating results. The company’s reappointment of ShineWing as the company’s audit institution in 2022 is based on its ability to meet the company’s audit requirements in all aspects, which is conducive to ensuring the continuity and quality requirements of the company’s audit work, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
The relevant review procedures for the company’s renewal of the audit institution comply with the relevant provisions of relevant laws, regulations and the articles of association. Therefore, we agree to renew ShineWing as the company’s audit institution in 2022.
10、 Independent opinions on the company and its subsidiaries’ long-term foreign exchange settlement and sales business
The company and its subsidiaries carry out forward foreign exchange settlement and sales business on the basis of the company’s normal production and operation, with hedging as the means and for the purpose of reducing the risk of exchange rate fluctuation. The company has perfect internal control processes, and the targeted risk control measures taken by the company and its subsidiaries are practical and feasible. The company has performed the necessary examination and approval procedures for this matter, which complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company and its subsidiaries carry out forward foreign exchange settlement and sales business.
11、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance
The company requests the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance, which is conducive to the company to make full use of the financing function of the capital market, enhance the company’s financial strength and optimize the company’s capital structure. Comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The resolution procedure is legal and effective, which is conducive to the sustainable development of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance.
12、 Independent opinions on the company’s investment in Securities and derivatives in 2021
After verification, the company only carried out forward foreign exchange settlement and sales business in 2021 and did not make securities investment. The company’s forward foreign exchange settlement and sales business follows the principle of hedging and does not engage in speculative arbitrage transactions. The funds used for the forward foreign exchange settlement and sales business are its own funds, which does not affect the development of the company’s main business. At the same time, the company has formulated and strictly implemented the financial derivatives transaction management system, and the relevant transactions have also fulfilled the corresponding approval procedures. There is no violation of relevant laws and regulations and the company’s rules and regulations, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Independent directors: Chen Fei, Qu Kai and Liu Shiping March 31, 2022
