Zwsoft Co.Ltd(Guangzhou)(688083)
Opinions of independent directors on relevant matters of the 17th meeting of the 5th board of directors
separate opinion
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other relevant laws and regulations In accordance with the relevant provisions of normative documents and Zwsoft Co.Ltd(Guangzhou)(688083) articles of Association (hereinafter referred to as the “articles of association”), as an independent director of Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as the “company”), based on the principle of prudence and independent judgment, we hereby give the following independent opinions on the relevant proposals and matters at the 17th meeting of the Fifth Board of directors after careful review:
1、 After careful review of the independent opinions on the company’s annual profit distribution and the plan of converting capital reserve into share capital in 2021, the independent directors believe that, The proposal on the company’s annual profit distribution in 2021 and the conversion of capital reserve into share capital complies with the relevant provisions of the company law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the Zwsoft Co.Ltd(Guangzhou)(688083) articles of Association (hereinafter referred to as the “articles of association”).
The proposal on the company’s annual profit distribution in 2021 and the conversion of capital reserve into share capital is put forward on the premise of ensuring the normal operation and long-term development of the company, comprehensively considering the actual operating performance, financial status, long-term development and other factors of the company, and fully considering the reasonable demands and investment returns of the majority of investors. It will not cause the shortage of working capital or other adverse effects of the company, which is conducive to the sustainable and stable development of the company. We unanimously agree on the matter and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
In conclusion, we agree to submit the proposal on the company’s 2021 annual profit distribution and capital reserve conversion to share capital scheme to the 2021 annual general meeting of shareholders for deliberation.
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