Shenzhen Longli Technology Co.Ltd(300752)
Independent directors' opinions on the 31st meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the articles of association of Shenzhen Longli Technology Co.Ltd(300752) and the working system of independent directors and other relevant provisions, as the independent director of Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as the "company"), we carefully reviewed the relevant materials of the proposal considered at the 31st meeting of the second board of directors held on January 8, 2022, and based on the position of independent judgment, we express our independent opinions as follows:
1. Independent opinions on the company's plan for issuing shares to specific objects (Revised Draft)
After review, we believe that the plan for issuing shares to specific objects (Revised Version) prepared by the company takes into account the company's industry and development stage, financing planning, financial situation, capital demand and other conditions, and fully demonstrates the necessity of the issuance of securities and the selection of their varieties. The content is true, accurate and complete, and there are no false records Misleading statements or material omissions are in line with the interests of the company and all shareholders, do not damage the interests of the company and shareholders, especially minority shareholders, and comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the articles of association.
Based on the above, we agree to this matter.
2. Independent opinions on the demonstration and analysis report (Revised Draft) of the company's stock issuance scheme to specific objects
After review, we believe that the demonstration and analysis report of Shenzhen Longli Technology Co.Ltd(300752) stock issuance scheme to specific objects (Revised Version) prepared by the company fully demonstrates the feasibility of the issuance method of shares to specific objects and the fairness of the issuance scheme, which is in line with the interests of the company and all shareholders and does not harm the company, shareholders In particular, the interests of minority shareholders comply with the provisions of relevant laws and regulations and the articles of association.
Based on the above, we agree to this matter.
3. Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company's issuance of shares to specific objects
After review, we believe that the feasibility analysis report on the use of Shenzhen Longli Technology Co.Ltd(300752) raised funds by issuing shares to specific objects (Revised Version) prepared by the company fully describes the use plan of the raised funds, the specific conditions of the investment projects of the raised funds and the impact of the issuance on the company's operation, management and financial status, which is in line with relevant laws and regulations The provisions of regulations and normative documents and the actual situation of the company do not damage the interests of the company and all shareholders, especially minority shareholders.
Based on the above, we agree to this matter.
4. Independent opinions on risk tips for diluting the immediate return by issuing shares to specific objects and measures to fill the return (Revised Draft)
After review, we believe that the company's analysis on the impact of issuing shares to specific objects on the dilution of immediate return and the proposed measures to fill the return are in line with several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), It meets the requirements of the company's actual operation and sustainable development, and does not damage the interests of the company and all shareholders, especially minority shareholders.
Based on the above, we agree to this matter.
5. Independent opinions on the achievement of the second release period of the first granted part of the restricted stock incentive plan in 2019 and the release conditions of the first release period of the reserved granted part
After verification, we believe that the company's lifting of the restrictions on sales complies with the measures for the administration of equity incentive of listed companies, the 2019 restricted stock incentive plan (Draft) and other relevant provisions. The company has the subject qualification to implement the equity incentive plan, and there is no situation that the sales restriction shall not be lifted as stipulated in the 2019 restricted stock incentive plan (Draft); The company's performance has met the conditions for lifting the restrictions on sales stipulated in the 2019 restricted stock incentive plan (Draft). The 100 incentive objects whose restrictions can be lifted this time meet the conditions for lifting the restrictions specified in the 2019 restricted stock incentive plan (Draft), and there is no situation that the restrictions cannot be lifted specified in the 2019 restricted stock incentive plan (Draft), so their subject qualification as incentive objects whose restrictions can be lifted this time is legal and valid. The lifting of the restriction does not damage the interests of the company and minority shareholders.
Based on the above, we unanimously agree that the company will handle the lifting of restrictions on the sale of 2650732 restricted shares of 100 incentive objects in the lifting period.
6. Independent opinions on repurchase and cancellation of the first granted part and reserved granted part of restricted shares in 2019 restricted stock incentive plan, and adjustment of repurchase quantity and repurchase price
Whereas Guo Lili and Li Yang, the incentive objects first granted by the company's restricted stock incentive plan in 2019, failed to meet the incentive conditions due to their personal assessment and rating in the second lifting of the restriction period, Yu Shangshui and Fan Wei's resignation; Li Zhenhua, the incentive object reserved for grant, failed to pass the personal assessment rating due to the first lifting of the sales restriction period, and Liu Zhenhua did not meet the incentive conditions due to his resignation. According to the relevant provisions of the company's 2019 restricted stock incentive plan (Draft), we believe that the cancellation of this repurchase and the adjustment of repurchase quantity and repurchase price comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2019 restricted stock incentive plan (Draft), and the procedures are legal and compliant, It will not have a material impact on the company's financial situation and operating results, nor will it affect the diligence of the company's management team.
Based on the above, we unanimously agree that the company will repurchase and cancel restricted shares, adjust the repurchase quantity and repurchase price, and agree to submit the proposal to the general meeting of shareholders for deliberation.
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Shenzhen Longli Technology Co.Ltd(300752) opinions of independent directors
Shenzhen Longli Technology Co.Ltd(300752) independent director (signature):
Chai Guangyue, Wu Tao, Wang Liguo January 8, 2022
