Fullink Technology Co.Ltd(301067) independent directors
Independent opinions on matters related to the 14th meeting of the second board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the standards for corporate governance of listed companies, and the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “Listing Rules”) We are independent directors of Fullink Technology Co.Ltd(301067) independent directors (hereinafter referred to as the “independent director’s working system”) and Fullink Technology Co.Ltd(301067) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and rules, such as the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, After carefully consulting relevant materials and listening to the instructions of the company’s management, after careful review and based on independent, objective and fair judgment, the independent opinions on relevant matters involved in the 14th meeting of the second board of directors are as follows:
1、 Independent opinions on the proposal on profit distribution plan in 2021
The company’s profit distribution plan for 2021 complies with the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and relevant laws and regulations. Based on the actual situation of the company, the plan takes into account the reasonable demands of investors and the capital needs of the company’s sustainable development. There is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors. Therefore, we unanimously agree to the company’s profit distribution plan for 2021.
2、 Independent opinions on the proposal on the special report on the deposit and use of raised funds in 2021
After verification, we believe that the deposit and use of the raised funds of the company in 2021 comply with the relevant provisions on the deposit and use of the raised funds of listed companies, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there are no violations in the deposit and use of the raised funds. The preparation of the special report on the deposit and use of raised funds of the company in 2021 meets the relevant requirements of Shenzhen stock exchange for the special report on the deposit and use of raised funds of listed companies. Therefore, we unanimously agree to the special report on the deposit and use of the company’s raised funds in 2021.
3、 Independent opinions on the proposal on self evaluation report of internal control in 2021
After verification, in 2021, the company has established an internal control system suitable for the actual production and operation of the company in combination with its own business characteristics, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. Based on our independent judgment, we believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the construction and operation of the company’s internal control system; The company’s self inspection personnel conducted detailed inspection on each item included in the scope of self inspection. The self inspection process is legal and fair, and the self inspection conclusion is true and effective.
4、 Independent opinions on the proposal on renewing the appointment of accounting firms
We have carefully checked the professional qualification, professional competence, investor protection ability, integrity and independence of Tianjian Certified Public Accountants (special general partnership). Through verification, it is understood that Tianjian Certified Public Accountants (special general partnership) has fulfilled its duties and completed the audit work diligently during its tenure as the company’s audit institution in 2021. In order to ensure the continuity and quality of the company’s annual audit work, We agree to continue to employ Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. 5、 Independent opinions on the proposal on the remuneration scheme of the company’s directors in 2022
The remuneration plan of the company’s directors in 2022 is in line with the industry and scale of the company, the salary level and the actual operation of the company, as well as the relevant national laws, regulations, articles of association, rules and regulations, which is conducive to encouraging the directors of the company to be diligent and responsible, and is conducive to the long-term development and standardized governance of the company. The plan does not harm the interests of the company and other shareholders, especially minority shareholders. Therefore, we unanimously agree to the company’s 2022 directors’ remuneration plan.
6、 Independent opinions on the proposal on the remuneration scheme of the company’s senior managers in 2022 the remuneration scheme of the company’s senior managers in 2022 is in line with the remuneration level of the company’s industry and scale and the actual operation of the company, in line with relevant national laws and regulations and the company’s articles of Association, rules and regulations, which is conducive to mobilizing the enthusiasm of the company’s senior managers, Promote the company to improve work efficiency and operating efficiency. Therefore, we unanimously agree to the company’s 2022 senior management compensation plan.
7、 Independent opinions on the proposal on the application of comprehensive credit line by the company and its subsidiaries to the bank and the company providing guarantee for the application of comprehensive credit line by its subsidiaries
This time, the company and its subsidiaries applied to the bank for a comprehensive credit line and the company provided guarantee for its subsidiaries to apply for a comprehensive credit line in order to meet the capital needs of operation and development, strengthen the development capacity of related businesses of subsidiaries, promote the steady development of business of related subsidiaries, and comply with the actual operation situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, which can effectively control and prevent guarantee risks. The decision-making and approval procedures comply with the provisions of relevant laws and 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 that the company and its subsidiaries will apply for comprehensive credit line from the bank in 2022 and the company will provide guarantee for its subsidiaries to apply for comprehensive credit line.
8、 Independent opinions on the proposal on the change of the company’s accounting policies
After review, we believe that the change of accounting policies of the company is a reasonable change and adjustment in accordance with the relevant provisions of the Ministry of finance. The implementation of the change of accounting policies can objectively and fairly reflect the financial status and operating results of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The decision-making procedures of this accounting policy change comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and will not have a significant impact on the company’s financial statements. Therefore, we unanimously agree to this accounting policy change.
9、 Independent opinions on capital occupation and guarantee provision of the company in 2021
After verification, we believe that in 2021, there was no non operational occupation of the company’s funds by the controlling shareholders and other related parties, and there was no illegal provision of guarantee in this year or in previous years.
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Hao Ying
(there is no text on this page, which is the signature page of “independent opinions of independent directors of Shenzhen Fullink Technology Co.Ltd(301067) Co., Ltd. on relevant matters of the 14th meeting of the second board of directors of the company”.)
Qi Li
