Emtek (Shenzhen) Co.Ltd(300938)
Independent directors' opinions on the 25th meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the Emtek (Shenzhen) Co.Ltd(300938) articles of association and other relevant provisions, As an independent director of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as "the company"), after reviewing relevant proposal materials, based on independent judgment and in a serious and responsible attitude, we carefully considered the following relevant matters considered at the 25th meeting of the third board of directors of the company and expressed the following independent opinions:
1、 The independent opinions on changing the company's registered capital, amending the articles of association and handling industrial and commercial registration have been reviewed. The company has implemented the restricted stock incentive plan in 2021, and the total number of shares of the company has increased from 65.1 million shares to 66.7477 million shares, Lixin Certified Public Accountants (special general partnership) conducted capital verification and issued capital verification report (xksbz [2021] No. ze10605). On December 22, 2021, the company completed the registration of granting restricted shares to incentive objects in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and disclosed the announcement on the completion of the registration of the first grant of Restricted Shares Incentive Plan in 2021 at Shenzhen Stock Exchange on December 23, It is determined that the listing date of this restricted stock is December 24, 2021.
We believe that the change of registered capital and the amendment of the articles of association of the company comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the governance of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and other relevant laws and regulations, There is no situation that damages the interests of the company and all shareholders.
Therefore, we agree that the company will change its registered capital, amend the articles of association and handle industrial and commercial registration. It is agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on continuing to use some idle raised funds and self owned funds for cash management. After review, we believe that the company uses idle raised funds with a maximum amount of no more than RMB 300 million and idle self owned funds with a maximum amount of no more than RMB 300 million for cash management, It is carried out on the premise of ensuring the funds required by the company's raised investment projects, ensuring the safety of raised funds and meeting the company's daily operation fund needs and fund safety, which will not affect the normal development of the company's main business, the normal operation of raised funds projects and damage the interests of the company and all shareholders. At the same time, it can improve the use efficiency of funds and obtain certain investment income, which is conducive to further improving the overall performance level of the company and seeking better investment return for the company and shareholders; The relevant review procedures comply with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by superior companies, and there is no damage to the interests of shareholders of the company.
Therefore, we unanimously agree that the company uses idle raised funds with a maximum amount of no more than RMB 300 million and idle own funds with a maximum amount of no more than RMB 300 million for cash management, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on using some over raised funds to permanently supplement working capital
After review, we believe that the raised capital of the listed company is used to further improve the operational efficiency of the listed company, and the use of the raised capital of RMB 5.5 million is in line with the regulatory requirements The provisions of laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines (revised in 2020) will not conflict with the implementation plan of investment projects with raised funds and will not affect the normal implementation of investment projects with raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. Therefore, we agree that the company will use the over raised capital of 55 million yuan to permanently supplement the working capital, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. (no text below)
(there is no text on this page, which is the signature page of Emtek (Shenzhen) Co.Ltd(300938) independent directors' independent opinions on matters related to the 25th meeting of the third board of directors)
Signature of independent director:
Zhang Min (signature): Zou Haiyan (signature):
Chen ruohua (signature):
specific date
