Independent director of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd
Independent opinions on matters related to the 16th meeting of the third board of directors of the company
As an independent director of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. (hereinafter referred to as “the company”), based on the independent judgment of the relevant matters considered at the 16th meeting of the third board of directors after consulting the relevant materials provided by the company and understanding the relevant conditions, in accordance with the relevant provisions of the company law, the rules for independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the articles of association, The independent opinions are as follows:
1. Proposal on the special report on the deposit and use of 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 laws, regulations and normative documents, such as the guidelines for self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the Listing Rules of shares on the science and innovation board of Shanghai Stock Exchange, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, In accordance with the provisions of the company’s raised funds management system, the raised funds have been stored and used in a special account, and the relevant information disclosure obligations have been performed in a timely manner. The specific use of the raised funds is consistent with that disclosed by the company. There is no change in the purpose of the raised funds in a disguised manner and damage to the interests of shareholders, and there is no illegal use of the raised funds. We unanimously agree to the special report on the deposit and use of the company’s raised funds in 2021.
2. Proposal on 2021 profit distribution plan
We believe that the company’s profit distribution plan for 2021 combines the company’s financial status, business development planning, profitability and other factors, and takes into account the reasonable demands of investors. The profit distribution plan will not affect the normal operation and long-term development of the company, comply with relevant laws and regulations and the relevant provisions on profit distribution in the articles of association, and there is no damage to the interests of minority shareholders. The deliberation and decision-making procedures of the proposal are legal. We unanimously agree to the company’s 2021 profit distribution plan and agree to submit it to the company’s 2021 annual general meeting for deliberation.
3. Proposal on the remuneration scheme of directors in 2022 and proposal on the remuneration scheme of senior managers in 2022
We believe that the remuneration plan of the company’s directors and senior managers in 2022 is formulated according to the remuneration level of the company’s industry and scale and in combination with the actual operation of the company. It complies with the relevant provisions of the company law, the guidelines for the governance of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, and there is no damage to the interests of the company and shareholders. We unanimously agree on the remuneration plan of the company’s directors and senior managers in 2022 and agree to submit the remuneration plan of the directors to the company’s 2021 annual general meeting for deliberation.
4. Proposal on the company and its wholly-owned subsidiaries applying to the bank for comprehensive credit line in 2022
We believe that the company and its wholly-owned subsidiaries apply to banks and other financial institutions for a comprehensive credit line of no more than 800 million yuan, which is necessary for the operation and development of the company. It can ensure the normal development of financing business in the business activities of the company and its wholly-owned subsidiaries, simplify the approval procedures, improve the operation efficiency, and will not have an adverse impact on the production and operation of the company. We unanimously agree that the company and its wholly-owned subsidiaries apply for comprehensive credit line from banks and other financial institutions. 5. Proposal on the company’s actual controller providing free guarantee for the company and its wholly-owned subsidiaries to apply for comprehensive credit line
We believe that Mr. Zhuo Xu, the actual controller of the company, provides joint and several liability guarantee for the company and its wholly-owned subsidiaries to apply for credit financing from banks and other financial institutions without charging any guarantee fee, and the company does not need to provide counter guarantee to them, which reflects the support of the actual controller to the company, conforms to the interests of the company and all shareholders, and will not have an adverse impact on the production and operation of the company, It does not damage the legitimate rights and interests of the company and its shareholders. We agree that the actual controller of the company will provide free guarantee for the company and its wholly-owned subsidiaries to apply for comprehensive credit line.
6. Proposal on internal control evaluation report in 2021
We believe that the content and form of the 2021 internal control evaluation report of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. comply with the requirements of relevant laws, regulations and normative documents, and truly and accurately reflect the construction and operation of the company’s internal control system. We believe that the company has established a relatively perfect internal control system and evaluation system, which meets the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements, and has been implemented in business activities, meeting the requirements of effective risk control in all major decisions. The company had no major defects in internal control related to financial report and non-financial report in 2021.
7. Proposal on re employment of accounting firm
We believe that Zhonghui Certified Public Accountants (special general partnership) is in line with the provisions of the securities law of the people’s Republic of China, has many years of experience and ability to provide audit services for listed companies, has successfully completed the company’s audit work in 2021, and can meet the requirements of the company’s audit work. Following the professional standards of independence, objectivity and impartiality, the Institute has completed various audit tasks with due diligence and can provide high-quality professional services for the company. In order to maintain the continuity and consistency of the company’s financial audit business, we agree to continue to employ Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and agree to submit it to the company’s 2021 annual general meeting for deliberation.
8. Proposal on using some over raised funds to permanently supplement working capital
We believe that the use of some over raised funds to permanently supplement working capital and used in the company’s production and operation activities is conducive to improving the use efficiency of raised funds, reducing financial expenses and further improving the company’s profitability, which is in line with the interests of the company and all shareholders. The permanent replenishment of working capital with some over raised funds this time complies with laws, regulations and normative documents such as self regulatory guidelines No. 1 – standardized operation of listed companies on the science and Innovation Board of Shanghai Stock Exchange, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, as well as the articles of association, raised funds management system and other provisions, and has been deliberated by the board of directors, The content and voting of the deliberation proposal comply with the provisions of relevant systems, and there is no change in the purpose of the raised funds and damage to the interests of shareholders. We unanimously agree that the company will use part of the over raised funds to permanently supplement the working capital, and agree to submit it to the 2021 annual shareholders’ meeting of the company for deliberation. (no text below)
Independent director: Chen Gang, Li Beizhan, Hu Xudong April 15, 2022
