Aoshikang Technology Co.Ltd(002913)
Independent directors' opinions on the fourth meeting of the third board of directors
Independent opinions on relevant matters
Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as "the company") the fourth meeting of the third board of directors was held on April 19, 2022 by means of on-site and communication. As an independent director of the company, we attended the meeting. In accordance with the articles of association, the company's independent director system and other relevant provisions, with a serious and responsible attitude and based on independent judgment, we express the following independent opinions on the relevant matters considered at this meeting:
1、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
After verification, we believe that the special report on the storage and actual use of raised funds in 2021 prepared by the company complies with the provisions of relevant laws and regulations, truly, accurately and completely reflects the storage and use of raised funds in 2021, and there is no failure to timely, truly, accurately and completely disclose, and there is no violation of the use and management of raised funds. We unanimously agree on the contents of the special report on the deposit and actual use of raised funds in 2021.
2、 Independent opinions on 2021 profit distribution and capital reserve converted into share capital plan
After careful review of the 2021 profit distribution and capital reserve converted into share capital plan formulated by the company, we believe that the plan reflects the company's return to shareholders, meets the actual situation of the company and the needs of the company's development strategy, is conducive to the long-term development of the company, and is in line with the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC The relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association do not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for voting.
3、 Independent opinion on self-evaluation report of internal control in 2021
After careful review of the company's internal control evaluation report in 2021 and relevant materials, we believe that the company has formulated a relatively sound internal control system in accordance with the requirements of relevant laws and regulations, such as the company law, the securities law, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and all internal control systems can be effectively implemented, Ensure the standardization of the company's operation, and carry out strict internal control over the company's related party transactions, external guarantees, use of raised funds, information disclosure and other matters. Moreover, the company has established and improved the corporate governance structure in line with the requirements of the company law to ensure the normal operation and management of the company, which is reasonable, complete and effective. The 2021 internal control self evaluation report prepared by the board of directors objectively, truly and accurately reflects the construction and operation of the company's internal control system. 4、 Independent opinions on the renewal of accounting firm
After verification, we believe that Tianzhi International Certified Public Accountants (special general partnership) has securities qualification, professional quality and rich experience in securities business. In 2021, when serving as the company's audit institution, it can be serious and responsible, adhere to the principle of independent audit, objectively and independently express audit opinions, and the audit report can be comprehensive, objective and Fairly reflect the financial status and operating results of the company. The renewal of the firm is conducive to ensuring the quality of audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. The renewal procedures comply with relevant laws and regulations and the relevant provisions of the articles of association. Therefore, we agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the auditor of the company in 2022 and its subsidiaries included in the company's consolidated statements for a period of one year, and agree to submit the proposal to the company's 2021 annual general meeting for resolution.
5、 Independent opinions on applying for comprehensive credit line from the bank
The company and its wholly-owned and holding subsidiaries apply to financial institutions for a comprehensive credit line of no more than RMB 10 billion this time to ensure the normal operation of working capital turnover and production and operation, meet the needs of the company's further expansion of business, and the company is in good operation and has strong solvency. This application for bank credit is in line with the interests of the company, and the necessary deliberation procedures have been performed. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We have no objection to this matter and agree to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for voting.
6、 Independent opinions on the settlement of projects invested by raising funds and the permanent supplement of surplus raised funds to working capital
After verification, we believe that the company's closing of the investment project "construction project of precision printed circuit board with an annual output of 1.2 million square meters" and permanent replenishment of working capital with the surplus raised capital is a prudent decision made according to the construction of the investment project with raised capital and the actual operation of the company, which will help to improve the use efficiency of raised capital, reduce financial expenses and improve the operation efficiency of the company, It is conducive to maximizing the interests of the company and shareholders. There is no change or disguised change in the investment direction of the raised funds, and there is no violation of the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies. The decision-making procedures of listed companies listed on the main board of Shenzhen Stock Exchange comply with the provisions of laws and regulations No. 1. Therefore, we agree to conclude the company's fund-raising investment project "construction project of precision printed circuit board with an annual output of 1.2 million square meters", permanently supplement the working capital with the surplus fund-raising, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
7、 Independent opinions on the occupation of the company's funds by controlling shareholders and other related parties
After careful verification, as of December 31, 2021, there was no actual controller, controlling shareholder and other related parties occupying the company's funds. The capital transactions between the company and its holding subsidiaries were normal capital transactions, and there was no illegal occupation of the funds of the listed company by related parties.
8、 Independent opinions on the external guarantee of the company
As of December 31, 2021, the company had no external guarantee, and did not provide guarantee for controlling shareholders, other related parties, any unincorporated units or individuals. There is no indication that the company may bear the guarantee liability due to the debt default of the guaranteed party, and there is no damage to the interests of the company and shareholders, especially minority shareholders. Independent directors: Wang Longji, Chen Shirong, Liu Huowang April 19, 2022
