Shenzhen Jame Technology Corp.Ltd(300868) the 16th meeting of the third board of directors – opinions of independent directors
Shenzhen Jame Technology Corp.Ltd(300868) independent director
Opinions on the third session of the 16th independent board of directors
In accordance with the company law, the securities law, the guide for the business handling of companies listed on the gem No. 2 – matters related to the disclosure of periodic reports, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws and regulations, normative documents, as well as the relevant provisions of the articles of association and the working system of independent directors, as independent directors of the company, on the basis of carefully reviewing the meeting materials, In a prudent and responsible attitude, we express the following independent opinions on relevant matters of the 16th meeting of the third board of directors:
1、 Independent opinions on annual profit distribution plan in 2021
We have carefully read the company’s annual profit distribution plan for 2021 and believe that the plan is in line with the company law, the articles of association, the three-year shareholder dividend return plan after Shenzhen Jame Technology Corp.Ltd(300868) initial public offering and listing on the gem and other relevant provisions, in line with the current actual situation of the company, conducive to the sustained, stable and healthy development of the company, and better take into account the immediate and long-term interests of shareholders.
Therefore, we unanimously agree with the 2021 annual profit distribution plan proposed by the board of directors of the company and agree 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 internal control in 2021
We carefully read the company’s annual self-evaluation report on internal control in 2021, consulted various management systems of the company, and communicated with the management and relevant departments on relevant matters. We believe that the company has established a relatively perfect internal control system and can be effectively implemented. All internal control systems of the company comply with the provisions of the basic norms of enterprise internal control and its supporting guidelines, meet the actual needs of the company’s current production and operation, play a good control and preventive role in all processes and key links of operation and management, and do not damage the interests of all shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to the 2021 annual internal control self-evaluation report prepared by the board of directors of the company.
3、 Independent opinions on the deposit and use of raised funds in 2021
We have carefully read the company’s special report on the deposit and use of raised funds in 2021 and believe that the content of the report is true, accurate and complete, and there are no false records, misleading statements and major omissions. In 2021, the deposit, use and management of the company’s raised funds were in line with the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), and other laws and regulations
Shenzhen Jame Technology Corp.Ltd(300868) the 16th meeting of the third board of directors – opinions of independent directors
The normative documents and the relevant provisions of the articles of association and the management system for the use of raised funds do not violate the rules in the storage and use of raised funds, which is in line with the overall interests of shareholders.
Therefore, we unanimously agree to the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company in 2021
(I) funds occupied by controlling shareholders and other related parties of the company
According to the company law, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other laws and regulations, normative documents, the articles of association and the management system for preventing the occupation of funds by controlling shareholders and related parties, the company did not occupy the company’s non operating funds by controlling shareholders and other related parties during the reporting period. The company strictly prevents the risk of capital occupation by controlling shareholders and related parties, and there is no loss or possible loss to the company due to the occupation or transfer of funds, assets or other resources by controlling shareholders and related parties.
Therefore, we unanimously agree with the audit report on the occupation of funds by controlling shareholders and other related parties (Daxin zhuanshen Zi [2022] No. 500080) issued by Daxin Certified Public Accountants (special general partnership). (II) external guarantee of the company
1. During the reporting period, the company and its subsidiaries did not provide guarantees for the controlling shareholders and their related parties.
2. During the reporting period, the company has no external guarantee. As of December 31, 2021, the balance of external guarantee of the company is 0 yuan.
5、 Independent opinions on the remuneration scheme of directors and senior managers in 2022
We have carefully read the proposal on the annual remuneration plan for directors and senior managers in 2022 and consulted the relevant remuneration system. According to the performance of directors and senior managers of the company and based on an objective and independent position, we believe that the remuneration plan for directors and senior managers in 2022 is formulated in combination with the actual operation of the company and the development level of industry and region, and the remuneration plan is reasonable and operable, It is conducive to mobilizing the work enthusiasm of directors and senior managers of the company and the long-term development of the company.
Therefore, we unanimously agree to the 2022 annual remuneration plan for directors and senior managers prepared by the board of directors of the company, and agree to submit the remuneration plan to the 2021 annual general meeting of shareholders of the company for deliberation. (there is no text below, which is the signature page of the opinions of the independent directors)
Shenzhen Jame Technology Corp.Ltd(300868) the 16th meeting of the third board of directors – opinions of independent directors
(there is no text on this page, which is the signature page of the independent opinions of Shenzhen Jame Technology Corp.Ltd(300868) independent directors on matters related to the 16th meeting of the third board of directors) signed by the independent directors:
Qian Rong (signature): Liu Shenghong (signature):
Dai Weihui (signature):
specific date
