Independent opinions on relevant matters of the 39th meeting of the Fourth Board of directors of the company
As an independent director of Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as "the company" or "the company"), in accordance with the rules for independent directors of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the working system of independent directors, the company's articles of association and other relevant laws, regulations and rules, based on the principle of prudence and independent judgment, Reviewed the relevant matters of the 39th meeting of the Fourth Board of directors of the company and issued the following independent opinions:
1、 Independent opinions of independent directors on 2021 profit distribution plan
We believe that the company's profit distribution plan for 2021 complies with the company law, the articles of association and other relevant provisions, and implements the guidance of the CSRC to encourage enterprises to pay cash dividends and give investors stable and reasonable returns; It conforms to the current actual situation of the company, takes into account the immediate and long-term interests of shareholders, does not damage the interests of shareholders, especially small and medium-sized shareholders, and is conducive to the sustainable, stable and healthy development of the company; We agree to the company's profit distribution plan for 2021 and agree to submit this proposal to the company's 2021 annual general meeting for deliberation.
2、 Independent opinions of independent directors on the self-evaluation report of the company's internal control in 2021
After carefully reviewing the contents of the company's self-evaluation report on internal control in 2021, communicating with the company's management and relevant management departments, and consulting the company's management system, we believe that the company has established a relatively sound internal control system, and the design and operation of the company's current internal control system and control system are effective and in line with the requirements of national laws and regulations, Able to meet the actual needs of the company's current production and operation. The company's self-evaluation report on internal control in 2021 truly, objectively and completely reflects the implementation and effect of the company's internal control system.
3、 Independent opinions of independent directors on the deposit and use of raised funds in 2021
After carefully reviewing the special report on the deposit and use of raised funds in 2021 prepared by the company and the assurance report on the annual deposit and use of Loctek Ergonomic Technology Corp(300729) raised funds in 2021 issued by Lixin Certified Public Accountants (special general partnership), we believe that the deposit and use of raised funds in 2021 comply with the requirements of the CSRC The relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies comply with the company's measures for the administration of raised funds and other relevant provisions, and there are no violations in the deposit and use of raised funds.
4、 Independent opinions of independent directors on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, we understood and investigated the occupation of the company's funds and the external guarantees of the company by the controlling shareholders and other related parties of the company during the reporting period, and issued the following independent opinions:
1. As of the end of the reporting period, the company had no non operating occupation of the company's funds by controlling shareholders and other related parties.
2. By the end of the reporting period, the company had no external guarantee.
5、 Independent opinions of independent directors on the renewal of accounting firm
Lixin Certified Public Accountants (special general partnership) insists on auditing with an independent, objective and fair attitude in the process of practice, showing good professional norms and spirit. We unanimously agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the auditor of the company in 2022 for one year. And agreed to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions of independent directors on the company's provision for asset impairment in 2021
The company's provision for asset impairment this time has sufficient basis, fulfilled the corresponding approval procedures, and complies with the provisions of the accounting standards for business enterprises and the company's relevant accounting policies. After the company's provision for asset impairment, it can more fairly reflect the company's asset status and operating results, and make the company's accounting information about asset value more authentic, reliable and reasonable, There is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. We unanimously agree that the company will withdraw the provision for asset impairment this time, and agree to submit this matter to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions of independent directors on the application for comprehensive credit line and guarantee provided by the company and its subsidiaries in 2022
After verification, due to the business development needs of the company and its subsidiaries, applying for comprehensive credit line from banks and other financial institutions has controllable risk and is in line with the long-term interests of the company and its subsidiaries and the interests of all shareholders. The guarantee is provided to meet the needs of the company and its subsidiaries to apply for bank credit and carry out business activities from banks and financial institutions. It belongs to the needs of the company's normal production and operation and rational utilization of funds. The decision-making process is legal and does not harm the interests of the company and minority shareholders. It is in line with the relevant provisions of the guidelines for the standardized operation of companies listed on GEM. Therefore, we agree that the company and its subsidiaries apply for comprehensive credit and provide guarantee to banks and other financial institutions, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions of independent directors on the remuneration scheme of directors and senior managers of the company in 2022
Through careful review of the company's compensation plan for directors and senior managers in 2022, we believe that the plan fully considers the company's operation and industry salary level, conforms to the company's development stage, can fully mobilize the work enthusiasm of directors and senior managers, and is conducive to the stable operation and development of the company. We agree to the 2022 remuneration plan for directors and senior managers proposed by the board of directors of the company and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions of independent directors on continuing foreign exchange hedging business
The company carries out foreign exchange hedging business with banks and other financial institutions, which can effectively avoid foreign exchange market risks, prevent the adverse impact of large exchange rate fluctuations on the company's production and operation, and ensure the relative stability of business performance; The company has formulated the management system of derivatives transactions and formulated specific operating procedures for the company to engage in foreign exchange hedging business; The relevant decision-making procedures for the company and its subsidiaries to carry out foreign exchange hedging business comply with relevant national laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to the motion.
10、 Independent opinions of independent directors on purchasing director supervisor high liability insurance
After review, we believe that the company's purchase of directors, supervisors and senior managers' liability insurance is conducive to improving the company's risk management system and promoting all directors, supervisors and senior managers of the company to fully exercise their rights and perform their duties. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no damage to the interests of the company and all shareholders.
All independent directors unanimously agreed that the company would purchase the directors' and supervisors' high liability insurance and agreed to submit it to the general meeting of shareholders for deliberation.
11、 Independent opinions of independent directors on the prediction of the company's daily connected transactions in 2022
The daily related party transactions of the company and its subsidiaries in 2022 are expected to be necessary for the daily operation of the company. The company and its related parties determine the transaction price fairly, openly and reasonably according to the market transaction principle, which will not have an adverse impact on the company's financial and operating conditions, damage the interests of the company and all shareholders, especially minority shareholders, or affect the independence of the company. When the board of directors considered and voted on the above matters, the related directors avoided voting, and the procedure was legal and compliant. We unanimously agreed to submit the proposal to the shareholders' meeting for deliberation.
12、 Independent director's independent opinions on requesting the general meeting of shareholders to authorize the board of directors of the company to handle the specific matters of issuing shares to specific objects through summary procedures
After deliberation, we believe that the contents of the matters submitted by the board of directors to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures comply with the provisions of relevant laws, regulations, normative documents such as the measures for the administration of securities issuance and registration of Companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, and the resolution procedures are legal and effective, It is conducive to the sustainable development of the company and does not damage the interests of minority shareholders. Accordingly, we agree to request the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures, and agree to submit the above matters to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Independent opinions of independent directors on the general election of the board of directors and the nomination of candidates for non independent directors of the Fifth Board of directors
According to the relevant provisions of the company law and the articles of association, the term of office of the Fourth Board of directors of the company is about to expire. The board of directors of the company nominated Mr. Xiang Lehong, Ms. Jiang Yi, Mr. Zhu Wei, Mr. Li Xiang, Ms. Li Miao and Ms. pan Yunping as candidates for non independent directors of the Fifth Board of directors of the company. According to the above-mentioned articles of association, 6 candidates who have not been disqualified from serving as independent directors of the listed company and have not been disqualified from the judicial operation of the listed company according to the above-mentioned articles of association of the CSRC, and 6 candidates who have not been disqualified from serving as independent directors of the listed company do not meet the requirements of the above-mentioned articles of association. The nomination and nomination procedures of candidates for non independent directors of the 5th board of directors of the company are legal and effective, and do not damage the rights and interests of shareholders. In conclusion, we agree to the nomination of the above six candidates for non independent directors and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
14、 Independent opinions of independent directors on the general election of the company's board of directors and the nomination of independent director candidates for the Fifth Board of directors
According to the relevant provisions of the company law and the articles of association, the term of office of the Fourth Board of directors of the company is about to expire. The board of directors of the company nominated Ms. Wang Xihong, Mr. Liu Manda and Ms. He Xuefei as candidates for independent directors of the Fifth Board of directors of the company. Through the verification of the personal resume and work performance of the above three independent director candidates, we believe that the above three independent director candidates have the independence that independent directors must have and the qualification to serve as independent directors of the company. There is no situation that they have been determined as market banned by the CSRC and have not been lifted, and there is no company law The company's articles of association and the guidelines for the standardized operation of companies listed on the gem stipulate the conditions for prohibiting employment. The nomination and nomination procedures of independent director candidates of the 5th board of directors of the company are legal and do not damage the rights and interests of shareholders. In conclusion, we agree to the nomination of the above three independent director candidates and agree to submit them to the general meeting of shareholders of the company for deliberation after being reviewed by Shenzhen Stock Exchange.
15、 Independent opinions of independent directors on changing the implementation of some raised investment projects from borrowing from subsidiaries to capital increase from subsidiaries
After deliberation, this capital increase will help to ensure the smooth implementation of the construction of raised investment projects, improve the use efficiency of raised funds and meet the business development needs of the company. The event has no adverse impact on the future financial status and operating results of the listed company. This capital increase is in line with the development direction of the company's main business, in line with the interests of the company and all shareholders, and will not have an adverse impact on the company. There is no change in the investment direction of the raised funds. The use, purpose and decision-making procedures of the raised funds comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies standardized operation guidelines, 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 company's raised funds management system. Therefore, the company agreed to change the implementation of some raised investment projects from borrowing from subsidiaries to capital increase from subsidiaries, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
16、 Independent opinions of independent directors on canceling some options of 2020 stock option incentive plan
After verification, in view of the resignation of three incentive objects due to personal reasons in the second waiting period, according to the measures for the administration of equity incentive of listed companies and the company's 2020 stock option incentive plan (Draft), the company cancelled a total of 62400 stock options granted but not exercised by the above incentive objects. We believe that the cancellation of some stock options of the company complies with the relevant provisions of relevant laws, regulations and normative documents, and the decision-making procedures are legal and compliant, which will not affect the sustainable development of the company or damage the interests of the company and all shareholders. Therefore, we agree to the cancellation of the company's stock option.
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Independent director: Xu Qiang, Guo Liang, Shang Yi Yan, new year's Day
