Tellgen Corporation(300642) independent director
On relevant matters of the 10th meeting of the third board of directors
separate opinion
As an independent director of Tellgen Corporation(300642) (hereinafter referred to as the “company”), based on the principles of objectivity, impartiality and prudence, and in accordance with the rules for independent directors of listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) Laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation guidelines”), as well as relevant provisions of Tellgen Corporation(300642) articles of Association (hereinafter referred to as “articles of association”) and rules of procedure for Tellgen Corporation(300642) independent directors, We have carefully considered the relevant matters of the 10th meeting of the third board of directors of the company and issued independent opinions as follows:
1、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company operates in strict accordance with the provisions of various systems of internal control. The company’s internal control over related party transactions, information disclosure and other elements is strict, sufficient and effective, which ensures the normal operation and management of the company, conforms to the actual situation of the company, and is reasonable and effective. After review, we believe that the 2021 internal control self evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
2、 Independent opinions on the occupation of the company’s non operating funds and the provision of guarantees
In accordance with the requirements of regulatory documents such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (CSRC announcement [2022] No. 26) and the guidelines for the self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling of listed companies on the gem of Shenzhen Stock Exchange, as well as relevant provisions such as the guiding opinions and the articles of association, Through the verification of the occupation of the company’s non operating funds and the provision of guarantees, the following special explanations and independent opinions are made on the occupation of funds and the provision of guarantees by the company’s related parties in 2021:
1. The company has established a relatively sound internal control system to prevent the occupation of funds by major shareholders and other related parties, which can effectively prevent the occupation of funds by major shareholders and other related parties, infringe on the interests of the company, and safeguard the interests of minority shareholders.
2. The controlling shareholders and other related parties of the company do not occupy the company’s funds for non operating purposes or in other disguised forms, nor do they occur in the previous period but continue to the reporting period, nor do they occupy the company’s funds during the period and return at the end of the period.
3. The company does not provide guarantees for shareholders, actual controllers and their affiliates, any unincorporated units or individuals; Nor does it directly or indirectly guarantee the guaranteed object with an asset liability ratio of more than 70%.
4. During the reporting period, the company was able to strictly comply with relevant laws and regulations and the relevant provisions of the articles of association, and strictly control the risk of external guarantee. The company did not damage the interests of the company and shareholders through external guarantee, and there was no illegal external guarantee. As of December 31, 2021, the company has no external guarantee.
As of the announcement date of this independent opinion, the company has no overdue guarantee, external guarantee involving litigation and losses due to the judgment of losing the guarantee.
3、 Independent opinions on the achievements of the first exercise / lifting of restrictions on sale period of 2020 stock option and restricted stock incentive plan
After verification, we believe that the conditions for the first exercise / lifting of restrictions on sales stipulated in the company’s 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) have been partially achieved, which is in line with the measures for the administration of equity incentive of listed companies The implementation of equity incentive plan in the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and the incentive plan of the company. The company has the subject qualification to implement the incentive plan. The incentive objects that can exercise the right / lift the restriction meet the conditions for exercising the right / lifting the restriction stipulated in the measures for the administration of equity incentive of listed companies, the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and the incentive plan of the company. Their subject qualification as the incentive objects that can exercise the right / lift the restriction is legal and effective. The deliberation procedures of the board of directors are legal and compliant, and there is no situation damaging the interests of the company and shareholders. We unanimously agree that the board of directors will go through relevant procedures for 34 incentive objects who meet the conditions of exercise / lifting the restrictions on sales.
4、 Independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 is as follows: the company plans to distribute a cash dividend of 2.5 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the equity registration date minus the total number of shares in the repurchase account when the distribution plan is implemented in the future,; No bonus shares will be given for this profit distribution, and no capital reserve will be converted into share capital. The remaining undistributed profits are rolled over to subsequent years for distribution. After the board of directors deliberates the profit distribution plan and before the implementation of profit distribution, if the share capital changes or the shares in the special repurchase account change, the total distribution will be adjusted according to the principle that the proportion of profit distribution per 10 shares remains unchanged.
After verification, we believe that the company’s profit distribution plan for 2021 meets the requirements of laws and regulations and the company’s current profit distribution policy. Based on the actual situation of the company, the plan takes into account the reasonable demands of investors and the capital demand for the sustainable development of the company, which is conducive to the sustainable, stable and healthy development of the company. There is no damage to the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors. We unanimously agree with the profit distribution plan for 2021 formulated by the board of directors of the company.
5、 Independent opinions on matters related to the adjustment of 2020 stock option and restricted stock incentive plan. According to the relevant provisions of the incentive plan, the company will adjust the exercise price of stock option and restricted repurchase price after the implementation of the company’s profit distribution plan in 2021, which is in line with the administrative measures for equity incentive of listed companies In accordance with the relevant provisions of the guidelines for self discipline supervision of companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling and the company’s incentive plan, the deliberation procedures of the board of directors are legal and compliant, and there is no situation that damages the interests of the company and shareholders. We unanimously agree to the adjustment of the board of directors of the company on matters related to the 2020 equity incentive plan.
6、 Independent opinions on the cancellation of some stock options and the repurchase and cancellation of some restricted shares
After verification, we believe that according to the relevant provisions of the incentive plan, the stock options of 34 incentive objects that do not meet the exercise conditions and the restricted shares that do not meet the conditions for lifting the restrictions on sales in the current period should be cancelled and repurchased. The deliberation procedures of the board of directors are in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the incentive plan. The total amount of restricted stock repurchase is 1010700 yuan, and the source of funds is the company’s own funds. This cancellation / repurchase cancellation will not have a substantive impact on the company’s financial status and operating results, and will not affect the implementation of the company’s equity incentive plan.
Therefore, we unanimously agree to cancel some stock options and repurchase and cancel some restricted shares.
7、 Independent opinions on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
After verification, we believe that: the company made a reasonable prediction of the daily connected transactions in 2021 at the beginning of last year, the daily connected transactions occurred in the reporting period met the relevant regulations, did not exceed the estimated total amount, and ensured the fairness and rationality of the transaction, and did not find the use of connected transactions to damage the interests of the company and minority shareholders. The main reason for the difference between the actual occurrence of daily related party transactions in 2021 and the prediction at the beginning of the previous year is that the occurrence of daily related party transactions between the company and related parties is related to the specific business carried out by the company in the previous year based on the actual market demand and business development. The daily related party transactions of the company in 2021 belong to normal commercial transactions. The transactions and pricing follow the principle of market fairness, do not violate the principles of openness, fairness and impartiality, are in line with the fundamental interests of the company, have no impact on the independence of the company, and do not damage the rights and interests of medium and small shareholders.
According to the business needs of the company in 2022, the company has reasonably predicted all related party transactions related to the operation of the company in all links. The possible related party transactions in 2022 follow the principles of equality, voluntariness, equivalence and compensation, and take the market price as the pricing basis on the basis of fairness and mutual benefit. There is no behavior damaging the interests of the company and minority shareholders. Compared with the annual operating income, the amount of the above transactions is small, so the company’s business will not rely on related parties and will not affect the independence of the company.
8、 Independent opinion on the renewal of the company’s audit institution in 2022
After verification, we believe that the qualification, professional ethics and performance ability of Lixin Certified Public Accountants (special general partnership) meet the requirements of serving as the audit institution of the company and the actual situation of the company. The audit report issued during the period of serving as the audit institution of the company in 2021 complies with the provisions of the independent audit standards for Chinese certified public accountants, and the audit opinion is objective, fair and reasonable It truly reflects the company’s financial situation and operating results, and the relevant review procedures are legal and compliant. We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year, and request the general meeting of shareholders to authorize the board of directors to negotiate with Lixin Certified Public Accountants (special general partnership) to determine the audit fee according to the audit workload.
9、 Independent opinions on the remuneration scheme of directors and supervisors of the company in 2022
After verification, we believe that the remuneration plan of the company’s directors and supervisors is formulated by comprehensively considering the actual operation situation of the company and referring to the development level of regions and industries, which is conducive to mobilizing the work enthusiasm of the company’s directors and supervisors and the long-term development of the company. The deliberation and voting procedures of the board of directors on the proposals related to the remuneration of directors and supervisors comply with the relevant provisions of the company law, the guidelines for standardized operation and the articles of association, and the procedures are legal and effective. We unanimously agree on the company’s remuneration plan for directors and supervisors in 2022.
10、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
After verification, we believe that the formulation of the company’s 2021 senior management salary plan can comprehensively consider the company’s actual operation and the industry average salary, which is conducive to fully mobilize the enthusiasm and creativity of senior managers, establish and improve the incentive and restraint mechanism, promote the overall management level and operating efficiency of the company, and is conducive to the long-term development of the company. The deliberation and voting procedures of the board of directors on the proposals related to the remuneration of senior managers comply with the relevant provisions of the company law, the guidelines for standardized operation and the articles of association, and the procedures are legal and effective. We unanimously agree on the company’s 2022 senior management compensation plan.
11、 Independent opinions on the company’s use of some idle self owned funds for entrusted financial management
After verification, we believe that the company and its holding subsidiaries intend to use idle self owned funds with a balance of no more than RMB 650 million for entrusted financial management, invest in financial products with medium and high risks and below, and the term of investment in a single product shall not exceed 12 months. The use of some idle self owned funds for entrusted financial management this time is conducive to improving the use efficiency of funds and increasing capital operation income, which is in line with the interests of the company and all investors, as well as the provisions of relevant laws, regulations and normative documents such as the listing rules, standardized operation guidelines and so on. We unanimously agree that the company and its holding subsidiaries will use idle self owned funds for entrusted financial management this time.
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(there is no text on this page, which is the signature page of Tellgen Corporation(300642) independent director’s independent opinions on matters related to the 10th meeting of the third board of directors) signature of independent director:
Wang Fanghua, Yu Wei, Zhao Jiaxiang
April 22, 2022
