Wondershare Technology Group Co.Ltd(300624) independent director
Independent opinions on relevant matters of the 36th meeting of the third board of directors
In accordance with the relevant provisions of the company law, the articles of association, the working system of independent directors and other laws, regulations and rules, as independent directors of Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as "the company"), we, with a highly responsible attitude and on the basis of careful examination, Express relevant independent opinions on the relevant matters of the 36th meeting of the third board of directors held on April 22, 2022 as follows:
1、 Independent opinions on the company's proposed no profit distribution plan in 2021
After verification, the independent directors believe that the plan proposed by the board of directors of the company not to carry out profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, does not damage the rights and interests of minority shareholders, and is conducive to the long-term development of the company, Therefore, we unanimously agree with the plan proposed by the board of directors not to carry out profit distribution in 2021, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Special instructions and independent opinions on the company's funds occupied by controlling shareholders, actual controllers and other related parties and the company's external guarantees
According to relevant laws and regulations such as the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies issued by China Securities Regulatory Commission, we have carefully checked the occupation of company funds and external guarantees by controlling shareholders and other related parties during the reporting period. After verification, special explanations and independent opinions are as follows:
(I) in 2021, the company did not occupy the company's funds by controlling shareholders, actual controllers and other related parties, nor did it occupy funds illegally in previous years and accumulated to December 31, 2021.
(II) the company (including subsidiaries and holding subsidiaries) had no external guarantee in 2021.
(III) the company can strictly implement the relevant provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies and the notice on regulating the external guarantees of listed companies, and strictly control the risks of external guarantees and the occupation of funds by related parties. The company's external guarantee behavior complies with relevant laws and regulations and the relevant provisions of the articles of association, the risk is within the controllable range, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Independent opinions on the self-evaluation report of the company's internal control in 2021
After review, we believe that the current internal control system of the company is relatively complete, reasonable and effective, and all systems can be fully and effectively implemented, which can promote the standardized operation and healthy and sustainable development of the company; The self-evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the current construction of the company's internal control system, the implementation of internal control system and self-examination. The summary of the company's internal control is relatively comprehensive and the objective of strengthening internal control is relatively clear, which can ensure the authenticity, legitimacy and integrity of the company's accounting materials, and complete the information disclosure in a true, accurate, timely and complete manner, which is open, fair Treat all investors fairly and protect the interests of the company and investors.
4、 Independent opinions on the special report on the deposit and use of the company's raised funds in 2021
After careful review, we agree that the contents of the special report on the deposit and use of raised funds in 2021 prepared by the company are true, accurate and complete, and comply with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM The regulations and normative documents truthfully reflect the actual storage and use of the company's raised funds in 2021. The contents of the report are true, accurate and complete, and there are no false records, misleading statements and major omissions.
5、 Independent opinions on the application of the company and its subsidiaries for comprehensive credit line from banks and other financial institutions in 2022
The company and its subsidiaries have good reputation and operating conditions, and the financial risk is controllable. The application for comprehensive credit from banks and other financial institutions will not have an adverse impact on the normal operation and business development of the company, and there will be no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making procedure of this application for credit extension complies with the relevant laws and regulations, normative documents and the relevant provisions of the articles of association, such as the company law, the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of listed companies on the gem. Therefore, we unanimously agree that the company applies for a comprehensive credit line from banks and other financial institutions, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinion on the company's continuing appointment of Dahua Certified Public Accountants (special general partnership) as the audit institution in 2022
In accordance with the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the standards for corporate governance of listed companies and the articles of association, we have reviewed Dahua Certified Public Accountants (special general partnership). Dahua Certified Public Accountants (special general partnership) has the qualification for auditing securities and futures related businesses, And have the experience and ability to provide audit services for listed companies. The company has hired him as the audit institution in 2021. The company adheres to the principle of independent audit in the process of practice and can issue various professional reports for the company on time. The contents of the reports are objective and fair.
We agreed to continue to employ Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agreed to submit the proposal to the company's general meeting for deliberation.
7、 Independent opinions on using idle self owned funds for entrusted financial management
At present, the company's operation is normal and its funds are in good condition. Under the condition of not affecting the development of main business, the appropriate use of idle self owned funds for entrusted financial management is conducive to improving the use efficiency of the company's funds, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The investment decision-making procedure is legal and compliant, and complies with the provisions of relevant laws, regulations and normative documents. Therefore, the independent directors unanimously agreed that the company would use its own funds for entrusted financial management, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
8、 Independent opinions on the general election of the board of directors of the company and the nomination of candidates for non independent directors of the Fourth Board of directors
The term of office of the third board of directors of the company has expired. This general election meets the relevant provisions of relevant laws and regulations, the articles of association and the needs of the company's operation. Non compliance with the deliberation and voting procedures of the general meeting of independent directors and the non-compliance of the company's voting procedures of the general meeting of directors
Mr. Wu taibing, Mr. Sun Chun and Mr. Zhu Wei, as candidates for non independent directors of the Fourth Board of directors of the company, do not have the situation that they are not allowed to serve as directors of the company according to the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the articles of association, and are not determined to be prohibited from entering the market by CSRC and have not been lifted, nor are they dishonest Executees, It has not been punished by the CSRC and other relevant departments or the stock exchange.
Therefore, we agree that Mr. Wu taibing, Mr. Sun Chun and Mr. Zhu Wei are candidates for non independent directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the general election of the company's board of directors and the nomination of independent director candidates for the Fourth Board of directors
The term of office of the third board of directors of the company has expired. This general election meets the relevant provisions of relevant laws and regulations, the articles of association and the needs of the company's operation. The deliberation and voting procedures for the general election of independent directors of the board of directors are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
Mr. Chen Qisheng and Mr. Dai Yang, as the candidates for independent directors of the Fourth Board of directors of the company nominated this time, are not allowed to serve as independent directors of listed companies as stipulated in the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the articles of association, and are not determined to be prohibited from entering the market by the CSRC and have not been lifted, It is not a person who has been executed in bad faith, nor has it been punished or punished by the CSRC and the stock exchange. The candidates for independent directors have obtained the qualification certificate of independent directors and have the qualification and ability to serve as independent directors of listed companies.
Therefore, we agree that Mr. Chen Qisheng and Mr. Dai Yang, as candidates for independent directors of the company, shall be submitted to Shenzhen stock exchange for review. After there is no objection, they shall be submitted to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the cancelled part of the granted but not yet vested class II restricted shares
After verification, the independent directors believe that: according to the provisions of the 2021 restricted stock incentive plan (Draft), some incentive objects have resigned and do not have the qualification of incentive objects, and the company cancels their granted but not vested restricted shares; At the same time, the restricted shares that cannot be vested in the first vesting period of the company's restricted stock incentive plan in 2021 shall be cancelled by the company, which complies with the relevant provisions of relevant laws, regulations, normative documents and the company's restricted stock incentive plan in 2021 (Draft), and the decisions made have fulfilled the necessary procedures. Therefore, we unanimously agree that the company will cancel some of the restricted shares that have been granted but not yet vested.
11、 Independent opinions on canceling the granting of restricted shares and reserving restricted shares in the incentive plan for restricted shares in 2021
The independent directors believe that the company's cancellation of the 2021 restricted stock incentive plan and the granting of reserved restricted shares comply with the measures for the administration of equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft). At the same time, the independent directors believe that the cancellation of the grant of reserved restricted shares by the company will not have an impact on the company's operating conditions and share capital structure, and there is no damage to the interests of the company's shareholders. Therefore, the independent directors unanimously agreed to cancel the granting of 1 million restricted shares reserved in the company's restricted stock incentive plan in 2021.
Independent directors: Chen Qisheng, Dai Yang April 22, 2022
