Independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors
As an independent director of Shareate Tools Ltd(688257) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the Shanghai Stock Exchange, the self regulatory guidelines for companies listed on the Shanghai stock exchange, No. 1 – standardized operation, the rules for independent directors of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association, The independent directors reviewed the relevant matters raised at the ninth meeting of the Fourth Board of directors of the company. Based on the principle of prudence, after careful study and based on the independent judgment of the independent directors, they expressed their independent opinions as follows:
1、 Independent opinions on confirmation of related party transactions in 2021 and daily related party transactions expected in 2022
The related party transactions of the company in 2021 and the daily related party transactions in 2022 are expected to be carried out based on the market-oriented principle. The price is fair and reasonable. There is no damage to the interests of the company and minority shareholders, which will not affect the independence of the company and is in line with the interests of the company and all shareholders. To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system. According to its own business characteristics, the company has established a relatively sound internal control system and has been effectively implemented, which can meet the needs of enterprise operation and management, ensure the orderly development of the company’s business activities, and ensure the full implementation of the company’s strategic planning and business objectives. In conclusion, the independent directors unanimously agreed to this matter.
3、 Independent opinions on re employment of financial audit institutions and internal control audit institutions in 2022
Notarial Tianye Certified Public Accountants (special general partnership) can abide by their duties and follow the independent, objective and fair practice standards in the audit process. The relevant deliberation procedures of the board of directors are sufficient and appropriate, and comply with the provisions of relevant laws, regulations and the articles of association. To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 complies with relevant dividend policies and regulations such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, and is in line with the actual development of the company, realizing a reasonable return on investment to investors and taking into account the sustainable development of the company, It has well safeguarded the rights and interests of investors, especially small and medium-sized investors. To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
The special report on the deposit and actual use of raised funds in 2021 prepared by the company truly reflects the actual situation of the deposit and use of raised funds in 2021. The raised funds are stored and used in a special account. The disclosure of relevant matters is true, accurate and complete, and there are no false records, misleading statements or major omissions, It complies with the relevant provisions of the CSRC’s “guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies” and “guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation”, and there is no illegal use of raised funds or damage to the interests of the company and shareholders. In conclusion, the independent directors unanimously agreed to this matter.
6、 Independent opinions on the remuneration plan of the company’s directors in 2022
After review, the independent directors believe that the director’s remuneration plan for 2022 formulated by the company is based on the company’s scale, business objectives and the remuneration level of the industry, and combined with the actual situation of the company, which is conducive to promoting the company to improve work efficiency and operating efficiency, meets the requirements of the company’s long-term development, and does not damage the interests of the company and minority shareholders. The voting procedures and results of the meeting are legal and valid. To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the remuneration plan of the company’s supervisors in 2022
The remuneration plan for supervisors in 2022 formulated by the company conforms to the current market level and the actual situation of the company, is practical, fair and conducive to the long-term development of the company, and does not damage the interests of the company and minority shareholders. The voting procedures and results of the meeting are legal and valid. To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the 2022 salary plan of the company’s senior managers
The remuneration plan of the company’s senior managers in 2022 has been reviewed and approved by the remuneration and assessment committee of the board of directors, which meets the requirements of the company law, the articles of association and the company’s relevant management systems, takes full account of the company’s industry, actual business conditions and the specific working ability and performance of the senior managers, and helps to improve the company’s management level and establish and improve the incentive and restraint mechanism, Fully mobilize the enthusiasm and creativity of senior managers of the company, which is conducive to the stable operation and development of the company. In conclusion, the independent directors unanimously agreed to this matter. 9、 Independent opinions on the implementation of senior managers’ remuneration in 2021
The remuneration of the company’s senior managers in 2021 is paid in combination with the company’s performance, income, profit and other growth conditions, as well as various factors such as position value, responsibility and ability, which meets the requirements of the company law, the articles of association and relevant management systems of the company, and can effectively mobilize the enthusiasm and creativity of senior managers and promote the stable and long-term development of the company. In conclusion, the independent directors unanimously agreed to this matter.
10、 Independent opinions on changes in accounting policies of the company
This accounting policy change is a reasonable change according to the requirements of relevant documents of the Ministry of finance, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. This accounting policy change can more objectively and fairly reflect the company’s financial situation and operating results. The decision-making procedures of the board of directors on this matter comply with the provisions of relevant laws and regulations and the articles of association. In conclusion, the independent directors unanimously agreed to this matter. 11、 Independent opinions on the application for comprehensive credit line by the company and its subsidiaries in 2022
The purpose of the comprehensive credit line of the company and its subsidiaries is to meet the capital needs of operation and development, strengthen the development ability 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 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.
To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the company’s bill pool business
At present, the company is in good operation and stable financial condition. The company’s bill pool business can comprehensively manage the company’s bills receivable and bills payable to be issued, revitalize the company’s bill assets, reduce the company’s capital occupation, optimize the financial structure and improve the capital utilization rate, without damaging the interests of the company and all shareholders. In conclusion, the independent directors unanimously agreed to this matter.
13、 Independent opinions on mutual guarantee between the company and its wholly-owned subsidiaries in 2022
The financial risk of the mutual guarantee provided by the company and the wholly-owned subsidiary is within the company’s control, and the company and the wholly-owned subsidiary do not provide guarantee for any company or individual financing behavior outside the scope of the consolidated statements. This matter meets the operation and financing needs of the company and the wholly-owned subsidiary, provides necessary guarantee for the sustainable development of the company, conforms to the interests of the company, and will not encroach on or damage the interests of the company and minority shareholders. To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the purchase of 100% equity and related party transactions of Suzhou Hongrui Management Consulting Co., Ltd
This transaction of the company is conducive to further reducing related party transactions, strengthening and improving the internal control and governance of the company, and improving the efficiency of operation and decision-making management. The way and price of this transaction are fair and reasonable, and there is no situation damaging the interests of the company and shareholders. During the deliberation of the board of directors, the related directors avoided voting. The deliberation and decision-making procedures of this transaction comply with the relevant provisions of laws and regulations and the interests of all shareholders of the company. To sum up, the independent directors unanimously agreed to the matter and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Shareate Tools Ltd(688257) independent directors Hu Ming, sun Xiaoyan and Zhou Yujun April 19, 2022
