Netac Technology Co.Ltd(300042)
Independent opinions of independent directors on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, Netac Technology Co.Ltd(300042) (hereinafter referred to as the “company”) independent director working system and other relevant laws, regulations, rules and regulations, we, as independent directors of the company, Express the following independent opinions on the matters considered at the 18th (regular) meeting of the Fifth Board of directors and other relevant matters:
1、 Independent opinions of the company’s independent directors on the company’s internal control evaluation report in 2021
According to the requirements of the regulatory authorities and in combination with its own business characteristics, the company has established a corporate governance structure and internal control system commensurate with the existing management level, which can be implemented. The company’s internal control system is effective, and there are no major defects in integrity, rationality and effectiveness. We believe that the evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
2、 Independent opinions on the deposit and use of raised funds in 2021
After verification, the company found several cases of illegal use of raised funds in its self-examination, specifically:
1. On April 19, 2010, the annual patent fee of 60000 yuan in 2009 was paid from the raised fund account Ping An Bank Co.Ltd(000001) Shenda sub branch, and on August 11, 2010, the publicity and advertising fee of mobile storage products in 2009 was paid from the central city sub branch of Shenzhen Development Bank. These two fees should not be paid in the raised fund account. The company has returned the principal and interest of the money to the above raised fund account in April 2011.
2. On May 20, 2011, the lawyer fees of Beijing Tongshang law firm of 500000 yuan and 400000 yuan were paid from the raised fund account Ping An Bank Co.Ltd(000001) Shenda sub branch, and on September 28, 2011, the lawyer fees of Beijing Tongshang law firm of 1.2 million yuan were paid. These three lawyer fees should not be paid in the raised fund account. The company has returned the principal and interest of the three funds to the above raised fund account on October 14, 2011.
3. In 2012, 739700 interest of raised funds deposited into the general account of Guangxi Langke Bank Of China Limited(601988) Beihai sub branch was not transferred into the special account of raised funds as required. The company returned the principal and interest of the above funds to the account of raised funds on January 21, 2013.
4. On January 29, 2013, 50000 yuan of advertising expenses of Shenzhen tiger Advertising Co., Ltd. was paid from the raised fund account Ping An Bank Co.Ltd(000001) Central District sub branch, which should not be paid from the raised fund account. The company has returned the principal and interest of this sum of money to the above raised capital account on April 15, 2013.
The above-mentioned illegal use of raised funds has led to the fact that the relevant information on the use of raised funds disclosed by the company has not been disclosed in a timely, true, accurate and complete manner.
In addition, the company has no other illegal use of the raised funds.
We believe that the deposit and use of the company’s raised funds in 2021 follow the principles of special account deposit, standardized use, truthful disclosure and strict management, comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the deposit and use of 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. It is reasonable, compliant and necessary to comply with the interests of all shareholders.
3、 Independent opinions on capital occupation and external guarantee of related parties of the company in 2021
During the reporting period, the company did not provide guarantees for the controlling shareholders and their related parties, and did not occupy funds by the controlling shareholders and their related parties. We believe that the company can seriously implement the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2017] No. 16) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), and strictly control the risk of external guarantee and the risk of capital occupation by related parties.
4、 Independent opinions on 2021 profit distribution and capital reserve conversion plan
We believe that the company’s 2021 profit distribution and capital reserve conversion plan are in line with the actual situation of the company, do not violate the relevant provisions of the company law and the articles of association, do not damage the interests of the company’s shareholders, especially the minority shareholders, and are conducive to the normal operation and healthy development of the company. We agree to submit the plan to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Netac Technology Co.Ltd(300042) independent directors’ independent opinions on relevant matters of the company)
Independent director: Li Xiaolei
Qiu Xiaping:
Zhong Gangqiang:
April 6, 2002
