Si-Tech Information Technology Co.Ltd(300608) independent director
Independent opinions on matters related to the 25th meeting of the third board of directors
In accordance with the provisions of the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the guidelines for the self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association and other laws, regulations and relevant systems, we, as independent directors of Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as the "company"), based on the principles of prudence, objectivity, diligence and due diligence, The company carefully reviewed the relevant matters of the 25th meeting of the third board of directors and issued independent opinions as follows:
1、 Special instructions and independent opinions on the company's external guarantees and the occupation of funds by related parties in 2021
We have carefully checked the company's external guarantees and the occupation of funds by controlling shareholders and other related parties in 2021, and now issue special instructions and independent opinions as follows:
During the reporting period, through deliberation and approval at the 19th meeting of the third board of directors of the company, the company provided guarantees with a maximum amount of no more than 5 million yuan, 5 million yuan and 10 million yuan respectively for the wholly-owned subsidiaries Beijing Eason handheld cloud Technology Co., Ltd., Beijing infinite Eason Technology Co., Ltd. and Shenzhen Si-Tech Information Technology Co.Ltd(300608) Information Technology Co., Ltd. to Bank Of China Limited(601988) apply for comprehensive credit granting business, The guarantee liability period is 3 years from the date of opening the credit; Upon deliberation and approval of the 21st Meeting of the third board of directors of the company, the company, as a wholly-owned subsidiary, Chengdu Yixin Technology Co., Ltd., applied to China Merchants Bank Co.Ltd(600036) for comprehensive credit business and provided a guarantee with a maximum amount of no more than 15 million yuan. The guarantee liability period is 3 years from the date of opening the credit, and Chengdu Yixin provides mortgage guarantee with its own real estate.
As of the end of the reporting period, the accumulated external guarantee amount of the company and its holding subsidiaries was 70 million yuan, accounting for 7.36% of the company's latest audited net assets, which were all guarantees provided by the company to the above wholly-owned subsidiaries; The actual external guarantee balance of the company and its holding subsidiaries was 22.5 million yuan, accounting for 2.36% of the company's latest audited net assets. The company and its holding subsidiaries do not have any illegal guarantee or overdue guarantee.
During the reporting period, the company did not occupy the company's funds by controlling shareholders and other related parties, nor did it occupy the company's funds by controlling shareholders and other related parties in violation of regulations in previous years and accumulated to December 31, 2021.
2、 Independent opinions on the self-evaluation report of the company's internal control in 2021
After review, the company's self-evaluation report on internal control in 2021 truly, objectively and accurately reflects the implementation of the company's internal control system in 2021, and complies with 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 Relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies. The company's existing internal control system meets the requirements of national laws and regulations, departmental rules and normative documents, meets the actual needs of the company's current production and operation, and ensures the orderly development of various production and operation activities and the safety and integrity of funds. We unanimously agree to the company's proposal on self-evaluation report on internal control in 2021.
3、 Independent opinions on the company's profit distribution plan in 2021
After verification, the company's profit distribution plan for 2021 complies with the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, conforms to the current actual situation of the company, is conducive to the sustainable, stable and healthy development of the company, and protects the interests of the company's shareholders, especially the minority shareholders. Therefore, we agree to the company's profit distribution plan for 2021, And submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the company's special report on the deposit and actual use of raised funds in 2021
After verification, the company's special report on the deposit and actual use of raised funds in 2021 truly, accurately and completely reflects the actual deposit and use of raised funds in 2021, and there are no false records, misleading statements or major omissions. The deposit and use of the company's raised funds in 2021 have fulfilled the necessary procedures and comply with the relevant provisions of the administrative measures for the use of raised funds issued by the CSRC, Shenzhen Stock Exchange and the company. 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 or damage to the interests of shareholders. Therefore, we agree to the special report on the deposit and actual use of raised funds in 2021 prepared by the board of directors.
5、 Independent opinion on re employment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022
After verification, we believe that Lixin Certified Public Accountants (special general partnership) has the professional competence and professional quality to engage in the audit business of listed companies, and has sufficient independence and investor protection ability. Since acting as the company's audit institution, it has provided high-quality audit services for the company. The audit report issued by it can objectively, fairly and truly reflect the company's financial situation and operating results, which is conducive to protecting the interests of the company and shareholders, especially the interests of minority shareholders. The review procedure of the company's renewed appointment of accounting firm complies with the relevant provisions of relevant laws and regulations. Therefore, we agree that the company will continue to employ Lixin Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022, and submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the prediction of the company's daily connected transactions in 2022
After review, we believe that:
(1) The actual situation of the company's daily related party transactions in 2021 is quite different from the expected situation. After verification, the main reason is that the company has evaluated and calculated the possible related party transactions according to its own business needs and market forecasts. However, due to the influence of market, customer needs, changes in the production and operation of related parties and other factors, the actual related party transactions between the company and related parties are quite different from the expected amount at the beginning of the year, This situation is in line with the actual situation of the company and the market, and there is no damage to the interests of the company and non affiliated shareholders.
(2) The company expects that the daily related party transactions in 2022 are generated based on the daily production and operation needs of the company, and the transaction pricing is fair, just, fair and reasonable. This connected transaction is expected to fulfill the necessary review procedures and comply with the relevant provisions of relevant laws and regulations, normative documents and the articles of association. The connected directors avoided and did not participate in the voting when considering this proposal. The estimated situation of this related party transaction meets the actual needs of the company's daily production and operation, will not affect the independence of the company, and will not damage the interests of the company and non related shareholders.
Therefore, we agree to the proposal on the prediction of the company's daily connected transactions in 2022.
7、 Independent opinions on the early election of non independent directors and independent directors of the Fourth Board of directors
We have reviewed the proposal on the early general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors and the proposal on the early general election of the board of directors and the nomination of candidates for independent directors of the Fourth Board of directors to be submitted to the general meeting of shareholders of the company for deliberation. Based on the position of independent judgment, we express independent opinions as follows: 1 The procedures for the nomination of non independent candidates for the board of directors and the relevant laws and regulations of the company are in line with the provisions of the articles of association.
2. According to the personal resume, educational background and work experience of non independent director candidates and independent director candidates, we believe that the nominated director candidates have the necessary work experience to perform their corresponding duties and comply with the provisions on the qualifications of directors and independent directors in the company law and other relevant laws and regulations and the articles of association.
3. We have fully understood the occupation, educational background, professional qualifications, detailed work experience and all part-time jobs of the independent director candidates. The independent director candidates nominated this time have not been identified as market banned by the CSRC and have not been lifted, nor have they been punished by the CSRC and other relevant departments and the stock exchange, and there is no company law The company shall have the qualification and independence of an independent director if it is not allowed to act as an independent director in laws and regulations such as the rules for independent directors of listed companies and the articles of association.
8、 Independent opinions on temporarily replenishing working capital with some idle raised funds
After review, we believe that the company has fulfilled the necessary procedures to temporarily supplement working capital with idle raised funds of no more than RMB 100 million, which is in line with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC Relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and the company's measures for the administration of the use of raised funds; In line with the actual situation of the company's daily production and operation, it is conducive to improving the use efficiency of raised funds, reducing financial costs, optimizing financial structure, safeguarding the interests of the company and investors, will not affect the normal implementation of the construction of investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
Therefore, we unanimously agree that the company plans to use the idle raised funds of no more than RMB 100 million to temporarily supplement the working capital for the production and operation related to the company's main business. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds before the expiration date.
Si-Tech Information Technology Co.Ltd(300608) independent directors: Tang guoqiong, Hu Zheng April 6, 2022
