Keeson Technology Corporation Limited(603610) independent directors
Independent opinions on matters related to the 23rd Meeting of the second board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares on Shanghai Stock Exchange, the articles of association, the independent director system and other relevant rules and regulations, as independent directors of the company, we have carefully read the materials of the 23rd Meeting of the second board of directors of the company and carefully analyzed the materials provided by the company. Now we express the following independent opinions on relevant matters:
1、 Independent opinions on the proposal on profit distribution and conversion of capital reserve into share capital in 2021
The profit distribution of the company fully takes into account the interests of small and medium-sized investors, complies with the relevant provisions on profit distribution in the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the company, and fully takes into account the comprehensive factors such as the profit status of the company in 2021, the demand for future development funds and the return on investment of shareholders, It is in the interests of the company and all shareholders. Agree to this profit distribution proposal and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on renewing the company’s 2022 financial audit institution and internal control audit institution
Tianjian Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution in 2021, he strictly followed the “independent auditing standards for Chinese certified public accountants” and other laws, regulations and relevant policies related to financial audit, performed his duties diligently, and issued audit opinions fairly and reasonably in accordance with the independent, objective and fair practice standards. The audit report issued can fairly and truly reflect the company’s financial status and operating results, Therefore, it is agreed to continue to appoint Tianjian Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022.
3、 Independent opinions on the proposal on the remuneration of directors of the company in 2022
The company’s directors’ remuneration in 2022 is determined in strict accordance with the relevant systems of the company and in line with the provisions of relevant laws, regulations and the articles of association. The remuneration scheme is formulated according to the remuneration level of the company’s industry and in combination with the actual operation of the company, without damaging the interests of the company and shareholders. We agree to this remuneration plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on the remuneration of senior managers of the company in 2022
The remuneration of the company’s senior managers in 2022 is determined in strict accordance with the relevant systems of the company and in line with the provisions of relevant laws, regulations and the articles of association. The remuneration scheme is formulated according to the remuneration level of the company’s industry and in combination with the actual operation of the company, without damaging the interests of the company and shareholders. We agree to this compensation plan.
V. independent opinions on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
During the reporting period, the company managed the special account for raised funds in strict accordance with the management system for raised funds of listed companies on Shanghai Stock Exchange and the company’s measures for the management of raised funds. The use of the company’s raised funds was carried out in accordance with the company’s commitments, and there was no situation of changing the purpose of raised funds and damaging the interests of investors in a disguised manner. The company’s special report Keeson Technology Corporation Limited(603610) on the deposit and use of raised funds in 2021 truthfully reflects the deposit and actual use of raised funds in 2021.
6、 Independent opinions on the proposal on the company’s daily connected transactions in 2021 and the expected daily connected transactions in 2022
The related party transactions between the company and related parties are required by the company’s daily business activities, do not have a significant impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to related party transactions; The price of related party transactions of the company shall be determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors; The board of directors deliberated and approved the proposal, and the voting procedure was legal and effective.
7、 Independent opinions on the proposal on the cash management limit of the company and its subsidiaries using idle self owned funds in 2022
The funds of the company and its subsidiaries to invest in financial products this time are the idle self owned funds of the company and its subsidiaries. On the premise of ensuring normal operation and capital safety, the varieties of the company and its subsidiaries to invest with idle funds are short-term bank non principal guaranteed income financial products or principal guaranteed financial products issued by banks, securities companies and other financial institutions, which is conducive to improving the use efficiency of funds and increasing the investment income of the company and its subsidiaries, There is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders; The operation and financial status of the company and its subsidiaries are stable, the internal control system is relatively sound, the internal control measures are relatively perfect, and the safety of investment and financial management can be guaranteed. To sum up, we unanimously agree that the company and its subsidiaries use idle self owned funds within the authorized limit to purchase short-term bank non breakeven income financial products within one year or breakeven financial products issued by banks, securities companies and other financial institutions, and agree that the board of directors will submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on the company’s use of idle raised funds for cash management
The use of idle raised funds for cash management complies with the relevant provisions of the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. On the premise of ensuring the safety of funds, the maximum amount of idle raised funds used by the company shall not exceed (including) 800 million yuan, and the idle raised funds shall be invested in high safety, good liquidity Principal guaranteed financial products, structured deposits or time deposits are conducive to improving the cash management income of idle raised funds. The temporarily idle raised funds used by the company do not conflict with the investment plan of raised funds, nor do they change the use purpose of raised funds in a disguised manner and damage the interests of shareholders of the company. We agree to use the idle raised funds for cash management this time.
9、 Independent opinions on the proposal on passing the self-evaluation report on internal control in 2021
After reviewing the internal control evaluation report of Keeson Technology Corporation Limited(603610) 2021 (hereinafter referred to as the “internal control report”) prepared by the board of directors, we believe that the internal control report truly, objectively and comprehensively reflects the actual situation of the current construction, implementation and operation of the company’s internal control system. In accordance with the relevant provisions of the enterprise internal control standard system and in combination with the actual situation of operation, the company has established a relatively sound internal control system and formulated a relatively perfect and reasonable internal control system, and the relevant systems can be effectively implemented. The independent directors agree with the contents of the internal control report.
10、 Independent opinions on the proposal on changes in accounting policies
The change of the company’s accounting policy is an adjustment made according to the policy change of the Ministry of finance, which can objectively and fairly reflect the company’s financial situation and operating results, comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, and there is no damage to the interests of the company and all shareholders. We agree with the change of the company’s accounting policy. (no text below)
