Suzhou Anjie Technology Co.Ltd(002635) independent directors' independent opinions on the 36th meeting of the 4th board of directors
Suzhou Anjie Technology Co.Ltd(002635)
Opinions of independent directors on the 36th meeting of the Fourth Board of directors
separate opinion
In accordance with the company law, the articles of association and other relevant provisions, as an independent director of the company, I hereby express my opinions on the relevant matters considered at the 36th meeting of the Fourth Board of directors of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as "the company"):
1、 Independent opinions on the company's profit distribution plan in 2021
After review, the independent directors believe that the 2021 profit distribution plan of the company is made based on the actual situation of the company. It is proposed on the premise of ensuring the normal operation, project construction and long-term development of the company and fully considering the reasonable demands and investment returns of all investors. The implementation of the 2021 profit distribution plan will not cause the shortage of working capital or other adverse effects of the company, and there is no damage to the interests of minority shareholders. The profit distribution plan complies with the relevant provisions of the company law, accounting standards for business enterprises, the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the articles of association and the shareholder return plan for the next three years (20202022), and is legal, compliant and reasonable. Therefore, the independent directors of the company agreed to the proposal on the company's profit distribution plan for 2021 and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the self-evaluation report of internal control in 2021 and the self-examination implementation form of internal control rules in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines on internal audit of companies listed on the SME board and other laws and regulations, as well as the relevant provisions of the company's independent director working system, as an independent director of the company, I hereby express my independent opinions on the self-evaluation report of the company's internal control in 2021 and the self-examination and implementation form of internal control rules in 2021 as follows: after verification, The company's internal control system is relatively sound, in line with the principles of comprehensiveness, importance, checks and balances and adaptability, and in line with relevant Chinese laws and regulations and the requirements of securities regulatory authorities. The internal control is generally standardized, complete and effective, and plays a role in controlling and preventing the company's major risks, management fraud and important process errors. The self-evaluation report of the company's internal control and the self-examination and implementation form of internal control rules truly and objectively reflect the construction and operation of the company's internal control system
Suzhou Anjie Technology Co.Ltd(002635) independent directors' independent opinions on the 36th meeting of the 4th board of directors
Situation.
3、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
According to the laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the articles of association, the working rules of independent directors and other relevant provisions, as an independent director of the company, based on the position of independent judgment, I hereby express the following opinions on the special report of the board of directors on the deposit and actual use of raised funds in 2021: after verification, the deposit and use of raised funds in 2021 comply with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds by listed companies, there are no violations in the deposit and use of raised funds.
4、 Independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2021
The remuneration plan of the directors, supervisors and senior managers of the company is formulated according to the scale of the company, the remuneration level of the industry and the actual operation of the company. There is no damage to the interests of the company and shareholders, and it is in line with the relevant national laws, regulations and the articles of association. Therefore, the independent directors of the company agree to the remuneration of the directors, supervisors and senior managers of the company in 2021.
5、 Independent opinions on the special explanation of the company's capital transactions with related parties, the company's accumulated and current external guarantees
As an independent director of the company, in accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the stock listing rules of Shenzhen Stock Exchange and the requirements of China Securities Regulatory Commission, in line with the attitude of being responsible to the company, all shareholders and investors, Carefully checked the capital transactions and external guarantees between the company and related parties, and expressed the following independent opinions:
1. The company can strictly follow the relevant provisions of the company law, the securities law, the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and other laws and regulations and the articles of association, and strictly control the external guarantee risk.
2. The controlling shareholders of the company do not occupy the company's funds, nor do they occupy funds by illegal related parties that occurred in previous years and accumulated to December 31, 2021.
Suzhou Anjie Technology Co.Ltd(002635) independent directors' independent opinions on the 36th meeting of the 4th board of directors
3. The capital transactions between the company and other related parties meet the normative requirements, and there are no capital transactions and capital occupation that should be disclosed but not disclosed.
4. As of December 31, 2021, the company has not conducted any illegal external guarantee.
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Suzhou Anjie Technology Co.Ltd(002635) independent directors' independent opinions on the 36th meeting of the 4th board of directors
(there is no text on this page, which is the signature page of Suzhou Anjie Technology Co.Ltd(002635) independent directors' independent opinions on matters related to the 36th meeting of the Fourth Board of directors) signature of independent directors:
Ding Shenping, Li Guohao, Zhang Wei
April 6, 2022
