Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) independent director
Independent opinions on matters related to the fifth meeting of the second board of directors
In accordance with the guiding opinions on the establishment of independent director system in 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 of the CSRC, as well as the relevant provisions of the articles of association and the working system of independent directors, As an independent director of Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) (hereinafter referred to as "the company"), we have carefully considered the relevant matters of the fifth meeting of the second board of directors of the company and issued the following independent opinions:
1、 Independent opinions on the occupation of funds by controlling shareholders, actual controllers and other related parties and the external guarantee of the company in 2021
After careful understanding and verification of the funds occupied by the controlling shareholders, actual controllers and other related parties and external guarantees during the reporting period, we hereby issue special instructions and independent opinions on the relevant conditions as follows: 1. During the reporting period, the company did not have the non operational occupation of the company's funds by the controlling shareholders, actual controllers and other related parties. Nor does the company have any illegal occupation of the company's funds by the controlling shareholders, actual controllers and other related parties that occurred in previous years and accumulated to December 31, 2021.
2. There was no external guarantee during the reporting period, nor was there any violation of external guarantee in previous years and accumulated to December 31, 2021.
2、 Independent opinions on 2021 profit distribution and capital reserve conversion plan
The company's 2021 profit distribution plan and the plan for converting capital reserve into share capital comply with the relevant provisions of the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association of the company, the actual situation and long-term development of the company and the interests of all shareholders of the company, There is no damage to the interests of minority shareholders. Therefore, we agree to submit this plan to the 2021 annual general meeting of shareholders for consideration and transfer the company's capital reserve and profit to 2021.
3、 Independent opinion on self-evaluation report of internal control in 2021
During the reporting period, the company has established a relatively perfect internal control system, which has basically covered all levels of operation and management and has been effectively implemented. The 2021 internal control self evaluation report prepared by the company objectively and truly reflects the actual situation of the construction and operation of the company's internal control system. We agree with the 2021 internal control self evaluation report prepared by the board of directors of the company.
4、 Independent opinions on the remuneration scheme of the company's directors in 2022
The remuneration plan of the company's directors in 2022 is in line with the remuneration level of the company's industry and region, in line with the provisions of relevant laws, regulations and the articles of association, and there is no situation damaging the interests of the company and shareholders. The review procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association. We agree to the remuneration plan of the company's directors in 2022 and agree to submit this matter to the company's 2021 annual general meeting for deliberation. 5、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
The remuneration plan of the company's senior managers in 2022 is in line with the remuneration level of the company's industry and region, the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders. The review procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association. We agree to the compensation plan for senior management of the company in 2022.
6、 Independent opinions on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
The daily related party transactions between the company and related parties in 2021 and the expected daily related party transactions in 2022 are in line with the actual situation of the company. In order to meet the needs of the company's daily production and operation, the principles of fairness, impartiality and openness are followed, and the pricing of related party transactions is reasonable and fair; It has no impact on the independence of the company and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. When the board of directors of the company deliberated the proposal, the related directors have avoided voting, and the deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. We agree with the confirmation of the company's daily related party transactions in 2021 and the prediction of daily related party transactions in 2022.
7、 Independent opinions on using idle self owned funds for cash management
On the premise of ensuring the company's daily operation capital demand and capital safety, the company and its subsidiaries use idle self owned funds to invest in financial products with high safety, good liquidity and low risk, which is conducive to improving the use efficiency of self owned funds and increasing investment income, will not affect the normal development of the company's main business, and will not damage the interests of the company and all shareholders, especially minority shareholders. We agree that the company and its subsidiaries use idle self owned funds for cash management.
8、 Independent opinions on the application of the company and its subsidiaries for comprehensive credit line from the bank
The company and its subsidiaries apply to the bank for comprehensive credit business in order to improve the company's financing capacity and meet the capital needs of the company's development. The deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. We agree to this matter and agree to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on applying for comprehensive credit line and handling deposit and settlement business from Zhejiang Deqing Rural Commercial Bank Co., Ltd
The company and its subsidiaries intend to apply to the related party Zhejiang Deqing Rural Commercial Bank Co., Ltd. for comprehensive credit line and deposit and settlement business, which meets the needs of the company's daily operation and management activities. The pricing of relevant transactions follows the principle of fairness and voluntariness and is fair, which has no impact on the independence of the company and does not damage the interests of the company and minority shareholders. When the board of directors of the company deliberated the proposal, the related directors have avoided voting, and the deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. We agree to this matter and agree to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the renewal of accounting firm
Tianjian Certified Public Accountants (special general partnership) has the audit qualification of securities and futures related businesses and has many years of experience and ability to provide audit services for listed companies. It is scrupulous, diligent and responsible in the company's 2021 audit work, can objectively and independently audit the company's financial status and internal control, and has completed various audit work well to meet the requirements of the company's 2021 audit work. The company renewed the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 because it can meet the company's audit requirements in all aspects, which is conducive to ensuring the continuity and quality requirements of the company's audit work, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
The relevant review procedures for the company's renewal of the audit institution comply with relevant laws, regulations and the articles of association. Therefore, we agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 and agree to submit this matter to the company's 2021 annual general meeting for review.
11、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After reviewing the special report on the deposit and use of raised funds in 2021, we believe that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, there is no illegal use of raised funds, there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. The preparation of the special report on the deposit and use of the company's raised funds in 2021 complies with the provisions of relevant laws and regulations, truly and objectively reflects the deposit and use of the company's raised funds in 2021, and there are no false records, misleading statements and major omissions. Therefore, we agree to the special report on the deposit and use of raised funds in 2021.
12、 Independent opinions on carrying out foreign exchange hedging business
The approval procedures for the company and its subsidiaries to carry out foreign exchange hedging business are legal and compliant, and the management system of foreign exchange hedging business and effective risk control measures have been established in accordance with the requirements of relevant laws and regulations. On the premise of complying with national laws and regulations and ensuring that it does not affect the normal production and operation of the company, the company carries out foreign exchange hedging business in a timely manner, which is conducive to preventing the risk of interest rate or exchange rate fluctuations, reducing the impact of market fluctuations on the company's operation and profits and losses, and is in the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company will carry out foreign exchange hedging business according to the needs of business development on the premise of ensuring that it does not affect the capital demand and capital security of normal operation.
13、 Independent opinions on the appointment of deputy general manager of the company
After review, we believe that the appointment of the deputy general manager of the company is based on a full understanding of the qualifications, professional experience and professional quality of the employed person. The appointed senior managers have the ability and conditions to perform their duties and are competent for the job requirements of the employed position. He has not been punished by the CSRC and other relevant departments and the stock exchange, and has not been under the circumstances specified in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, nor is he a dishonest executee, and meets the employment conditions specified in the company law and other relevant laws and regulations. The appointment procedure of the deputy general manager of the company complies with the relevant provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the articles of association, and there is no damage to the interests of the company and shareholders.
We unanimously agree to appoint Ms. Yao Yunping and Mr. Shen Fuliang as deputy general managers of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the second board of directors.
14、 According to the independent opinions on the special report on the investment of securities and derivatives of the company in 2021, the company did not actually carry out foreign exchange hedging business or other securities and derivatives investment in 2021. The company did not violate relevant laws, regulations, rules and regulations, and did not damage the interests of the company and minority shareholders.
Independent directors: Yao Kefu, ye Weiwei, Zhu Xi April 21, 2022
