Youon Technology Co.Ltd(603776) independent director
Independent opinions on matters related to the 18th meeting of the third board of directors, as an independent director of Youon Technology Co.Ltd(603776) (“the company”), in accordance with the company law of the people’s Republic of China, the rules for listing stocks on the Shanghai Stock Exchange, the rules for independent directors of listed companies and other relevant laws, regulations, normative documents and the articles of association, We have carefully reviewed the relevant matters and materials considered at the 18th meeting of the third board of directors of the company. Based on our independent judgment, we express the following independent opinions on the above-mentioned proposal:
1、 Proposal on internal control evaluation report in 2021
We believe that the company can actively improve the corporate governance structure according to the requirements of relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange and in combination with the actual situation of the company. The existing internal control system is relatively complete and reasonable, which can meet the requirements of relevant laws and regulations, generally ensure the legal and orderly operation of the company’s business activities and promote the development of the company’s business. The internal control evaluation report of Youon Technology Co.Ltd(603776) 2021 truly and objectively reflects the construction and operation of the company’s internal control.
2、 Proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
We believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the management and use of the raised funds of listed companies, there is no illegal use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The special report on the deposit and actual use of raised funds in Youon Technology Co.Ltd(603776) 2021 prepared by the company is true, accurate and complete, free from false records, misleading statements and major omissions, and truthfully reflects the actual deposit and use of raised funds in 2021.
3、 Proposal on re employment of accounting firm
We believe that Rongcheng Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses. During the period of providing services to the company, it can abide by the professional ethics and professional standards of certified public accountants, and provide audit services for the company with prudence and diligence. We agree with the proposal on renewing the appointment of certified public accountants.
4、 Proposal on the company’s profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 comprehensively considers the company’s industry characteristics, development stage, profitability, capital demand and other factors, reflects the company’s long-term sustainable dividend policy, takes into account the reasonable return of shareholders and the needs of the company’s sustainable development, and does not damage the legitimate rights and interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Proposal on using some idle raised funds and self owned funds for cash management
We believe that the company plans to use the idle raised funds of no more than 400 million yuan from the public issuance of A-share convertible corporate bonds and its own funds of no more than 400 million yuan for timely cash management on the premise of ensuring that the normal implementation of the investment projects with raised funds and the daily operation and capital safety of the company are not affected, and its decision-making procedures comply with the stock listing rules of Shanghai Stock Exchange Relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation are conducive to improving the efficiency of the use of funds, increasing the income of the company’s cash assets, maximizing the interests of shareholders, without affecting the normal development of the company’s main business, the construction and daily operation of raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of the company and all shareholders, especially minority shareholders. We unanimously agree to the proposal on using some temporarily idle raised funds and self owned funds for cash management of the company.
6、 Proposal on adjusting the implementation progress of some raised investment projects
We believe that the company has adjusted the implementation progress of some raised investment projects this time, fulfilled the corresponding approval procedures, and met the requirements of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation. This change has not changed the investment direction of the raised funds and the essence of the implementation of the project, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders. It will not have an adverse impact on the implementation of the investment project of the raised funds, which is in line with the interests of the company and all shareholders. We agree with the company’s proposal on adjusting the implementation progress of some raised investment projects.
7、 Proposal on special instructions for the occupation of non operating funds and other related capital transactions of the company
We believe that according to the spirit of regulations and documents such as the notice on regulating the capital exchanges between listed companies and related parties and the notice on preventing the recurrence of the problem of major shareholders occupying the funds of listed companies, through the inspection and verification of capital revenue and expenditure plan, implementation and relevant aspects, as of December 31, 2021, The company does not have any non operational occupation of the company’s resources by the controlling shareholders and their related parties.
Independent director: Qian Zhenhua, Jiang Bing, Zhao Lijin April 12, 2022
