Si-Tech Information Technology Co.Ltd(300608)
Report on the work of independent directors in 2021
As an independent director of Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as “the company”), in accordance with the company law, the securities law, the code for corporate governance of listed companies, the rules for independent directors of listed companies, and the rules for the listing of shares on the gem of Shenzhen Stock Exchange In accordance with the provisions of laws, regulations and relevant systems such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, I scrupulously and diligently performed the duties and obligations of independent directors in my work, paid comprehensive attention to the development of the company, and attended the board meeting and shareholders’ meeting held by the company in the year on time, He gave impartial and objective independent opinions on major issues considered by the board of directors and the general meeting of shareholders, and effectively safeguarded the legitimate rights and interests of public shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Annual performance
In 2021, the convening, convening, deliberation and voting of the board of directors and general meeting of shareholders of the company complied with legal procedures, and the disclosure procedures of major matters of the company were legal and effective. My attendance at the meeting is as follows:
1. In 2021, the company held 7 meetings of the board of directors. I attended 7 meetings of the board of directors by means of communication without being absent or entrusting others to attend the meeting. Before the meeting, I fully understood the proposal, made full preparations for the deliberation and decision-making of the board of directors, attended the meeting of the board of directors of the company on time, exercised my powers and obligations independently and prudently according to laws and regulations, gave full play to the role of independent directors, ensured the standardized operation of the company and safeguarded the interests of all shareholders. I voted in favor of all the proposals considered at the board meeting, and there was no objection or abstention.
2. In 2021, the company held two general meetings of shareholders, and I attended the meeting as a nonvoting delegate.
2、 Independent opinions issued during the reporting period
In accordance with 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 GEM listed companies, the articles of association, working rules for independent directors and other laws and regulations and relevant systems, as an independent director of the company, in 2021, Jointly express prior approval and independent opinions with other independent directors of the company on the following matters:
(I) on April 13, 2021, the company issued prior approval and independent opinions on matters related to the 17th meeting of the third board of directors:
1. Prior approval of relevant matters at the 17th meeting of the third board of directors
(1) Prior approval opinions on the re employment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2021
After verification, Lixin Certified Public Accountants (special general partnership) has the qualification of securities and futures related business, has rich experience and professional quality in the audit business of listed companies, can provide the company with true and fair audit services, conduct independent audit on the company’s financial situation, and has sufficient independence, professional competence and investor protection ability, Successfully completed the company’s financial and internal control audit in 2021. In order to maintain the continuity of audit work and ensure the quality of audit work, we agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and agree to submit the matter to the board of directors of the company for deliberation.
(2) Prior approval opinions on the prediction of daily connected transactions of the company in 2021
After verification, we believe that the estimated daily related party transactions of the company in 2021 comply with relevant laws and regulations, normative documents and the articles of association, the transaction price is fair and reasonable, will not affect the independence of the company, and there is no damage to the interests of the company and shareholders. When the board of directors of the company deliberates this related party transaction proposal, the related directors shall withdraw from voting.
In conclusion, we agree to submit the proposal on the prediction of the company’s daily connected transactions in 2021 to the board of directors for deliberation.
(3) Prior approval opinions on the issue of shares to specific objects
The company complies with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public development of shares by listed companies and other laws, regulations and normative documents on issuing shares to specific objects, and has the conditions for companies listed on the gem to issue shares to specific objects.
The contents of the company’s plan and plan for issuing shares to specific objects are practical and feasible, and comply with the provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the detailed rules for the implementation of non-public development of shares by listed companies; Considering the company’s industry and development status, actual operation, capital demand and other conditions, it conforms to the current situation and development trend of the company’s industry, helps to optimize the company’s capital structure, improve the company’s core competitiveness and promote the sustainable development of the company, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
The “demonstration and analysis report of Si-Tech Information Technology Co.Ltd(300608) issuing shares to specific objects” prepared by the company comprehensively demonstrates the necessity of the selection of securities and their varieties, the appropriateness of the selection scope, quantity and standard of the issuing objects, the rationality of the pricing principle, basis, method and procedure of this issuance, the feasibility of this issuance method, and the fairness of this issuance scheme Rationality, the impact of this offering on the dilution of immediate return and the specific measures for filling are in line with the provisions of relevant laws and regulations and the articles of association. The feasibility analysis report on the use of funds raised by Si-Tech Information Technology Co.Ltd(300608) issuing shares to specific objects prepared by the company gives a full and detailed description of the use plan of the raised funds, the overview, background, necessity and feasibility of the investment project of the raised funds, which is conducive to the investors to fully understand the specific situation of the issuance of shares to specific objects. The company’s investment project of raising funds by issuing shares to specific objects meets the needs of relevant national industrial policies and the company’s strategic development, and has a good market prospect. After the implementation of the investment project with raised funds, it will help the company grasp the industry development trend and market opportunities, further strengthen the company’s competitive advantage, promote the healthy and long-term development of the company, and meet the common interests of the company and all shareholders. In conclusion, we agree to submit the above documents to the board of directors of the company for deliberation.
(4) Prior approval opinions on the report on the use of the previously raised funds
After reviewing the report of Si-Tech Information Technology Co.Ltd(300608) on the use of the funds raised in the previous time, we believe that the company strictly abides by the provisions on the report on the use of the funds raised in the previous time (Zheng Jian FA FA Zi [2007] No. 500), the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange and the company’s measures for the administration of the use of raised funds. The report on the use of the previously raised funds of the company truly, accurately and completely reflects the storage and use of the previously raised funds of the company, and there are no false records, misleading statements or major omissions, and there are no violations or damages to the interests of the shareholders of the company, especially the small and medium-sized shareholders. We agree to submit the proposal on the report on the use of the previously raised funds to the board of directors of the company for deliberation.
(5) Prior approval opinions on the filling measures for diluting the immediate return by issuing shares to specific objects and the commitments of relevant subjects
According to the relevant provisions of normative documents such as the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market issued by the general office of the State Council and the guiding opinions on matters related to the dilution of immediate returns in initial public offering, refinancing and major asset restructuring issued by the CSRC, the company has analyzed the impact of this issuance on the dilution of immediate returns and put forward specific measures to fill returns, which is in line with relevant laws The provisions of laws and regulations are in line with the interests of the company and all shareholders.
The commitment of the controlling shareholders, actual controllers, all directors and senior managers of the company to take filling measures for diluting the immediate return by issuing shares to specific objects is conducive to the better implementation of various filling measures, scientific decision-making and steady business development of the company, and safeguarding the interests of the company and small and medium-sized investors.
In conclusion, we agree to submit the proposal on the filling measures for diluting the immediate return of the company’s shares issued to specific objects and the commitments of relevant subjects to the board of directors of the company for deliberation.
(6) Prior approval opinions on the company’s shareholder return plan for the next three years (20212023) the company formulated the shareholder return plan for Si-Tech Information Technology Co.Ltd(300608) next three years (20212023) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice on further implementing the matters related to cash dividends of listed companies According to the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, on the premise of ensuring the normal operation and development, the company further enhances the transparency of the company’s cash dividends, and continuously improves the decision-making procedures and mechanisms of the board of directors and the general meeting of shareholders on the company’s profit distribution, which is conducive to protecting the legitimate rights and interests of investors. We agree to submit the proposal on the company’s shareholder return plan for the next three years (20212023) to the board of directors for deliberation.
2. Independent opinions on relevant matters of the 17th meeting of the third board of directors
(1) Special instructions and independent opinions on the company’s external guarantee and the occupation of funds by related parties in 2020
We have carefully checked the company’s external guarantees and the occupation of funds by controlling shareholders and other related parties in 2020, and now issue special instructions and independent opinions as follows:
During the reporting period, the company, a wholly-owned subsidiary of Shanghai Shijun Information Technology Co., Ltd., applied to China Merchants Bank Co.Ltd(600036) Shanghai Branch for a comprehensive credit line and provided a guarantee with a maximum amount of no more than 20 million yuan. Shanghai Shijun provided mortgage guarantee with its own real estate, and the guarantee liability period was 3 years from the date of credit opening. By the end of the reporting period, the total amount of external guarantees approved by the company and its holding subsidiaries was 35 million yuan, accounting for 4.12% of the company’s latest audited net assets, all of which were guarantees provided by the company to wholly-owned subsidiaries; The actual external guarantee balance of the company and its holding subsidiaries was 2.5 million yuan, accounting for 0.29% 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 in violation of regulations by controlling shareholders and other related parties in previous years and accumulated to December 31, 2020.
(2) Independent opinions on the self-evaluation report of the company’s internal control in 2020
After review, the company’s self-evaluation report on internal control in 2020 truly, objectively and accurately reflects the implementation of the company’s internal control system in 2020, and complies with the relevant provisions of 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange. 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 with the company’s proposal on the self-evaluation report on internal control in 2020.
(3) Independent opinions on the company’s profit distribution plan in 2020
After verification, the company’s 2020 profit distribution plan 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 2020 profit distribution plan, 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 2020
After verification, the company’s special report on the deposit and actual use of raised funds in 2020 truly, accurately and completely reflects the actual deposit and use of raised funds in 2020, and there are no false records, misleading statements or major omissions. The deposit and use of the raised funds of the company in 2020 have fulfilled the necessary procedures, which comply with the relevant provisions of the administrative measures for the use of raised funds of the China Securities Regulatory Commission, 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 2020 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 2021
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 2021, 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 2021
After review, we believe that:
1. There is a certain difference between the actual situation of the company’s daily connected transactions in 2020 and the forecast. After verification,
The main reason is that the company has evaluated and calculated the possible related party transactions according to its own business demand and market forecast. However, due to the influence of market, customer demand, changes in the production and operation of related parties and other factors, the actual related party transactions between the company and related parties are different from the estimated amount at the beginning of the year. The daily related party transactions actually occurred are required by the company’s normal production and operation, in line with the actual situation of the company and the market, and the transaction price is determined with reference to the market price
