Tellgen Corporation(300642) : prior approval opinions of independent directors on matters related to the 10th meeting of the third board of directors

Tellgen Corporation(300642) independent director

On relevant matters of the 10th meeting of the third board of directors

Prior approval opinion

In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents and Tellgen Corporation(300642) articles of association In accordance with the rules of procedure for Tellgen Corporation(300642) independent directors and other relevant provisions, as an independent director of Tellgen Corporation(300642) (hereinafter referred to as “the company”), in line with the working attitude of seeking truth from facts, being serious and responsible, and based on the independent, prudent and objective position, we conducted a pre audit on the relevant matters of the 10th meeting of the third board of directors of the company and expressed the following opinions:

1、 Prior approval opinions on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022

The board of directors of the company confirmed the daily connected transactions in 2021, predicted the daily connected transactions in 2022, and drafted the proposal on the confirmation of the daily connected transactions in 2021 and the prediction of the daily connected transactions in 2022. After reviewing the relevant contents in advance, we believe that the daily connected transactions in 2021 belong to normal commercial transactions, The transaction and pricing follow the principle of market fairness and do not exceed the total budget of 2021; The company expects that the related party transactions that may occur in 2022 meet the needs of daily operation, the transaction pricing is fair, and there is no behavior damaging the interests of the company and minority shareholders. We agree to submit the proposal to the board of directors for deliberation.

2、 Prior approval opinions on the renewal of the company’s audit institution in 2022

With regard to the matter that the board of directors plans to hire an audit institution in 2022, we reviewed the relevant qualifications of Lixin Certified Public Accountants (special general partnership) in advance and believe that Lixin Certified Public Accountants (special general partnership) is an accounting firm with the qualification to engage in securities related business approved by the Ministry of finance of the people’s Republic of China and China Securities Regulatory Commission, and has a relatively perfect internal organizational structure, management system Have sufficient resources of certified public accountants, have the conditions and ability to perform their duties in the audit business of listed companies, and be able to follow the independent, objective and fair practice standards since serving as the company’s audit institution. The audit report issued by them can fairly and truly reflect the company’s financial situation and operating results. We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and submit the proposal to the board of directors for deliberation.

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(there is no text on this page, which is the signature page of Tellgen Corporation(300642) independent director’s prior approval 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 12, 2022

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