Shenzhen Shenzhen Increase Technology Co.Ltd(300713) Technology Co., Ltd
Independent directors’ opinions on the fourth meeting of the third board of directors
Independent opinions on relevant matters
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 guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of association, the independent director system and other relevant laws, regulations and normative documents, we are the independent directors of Shenzhen Shenzhen Increase Technology Co.Ltd(300713) Technology Co., Ltd, Based on the attitude of being responsible to the company and all shareholders and the principle of seeking truth from facts, the company carefully checked the relevant matters considered at the fourth meeting of the third board of directors, and expressed the following independent opinions:
1、 Independent opinions on the company’s profit distribution plan in 2021
After verification, the independent directors of the company believe that the distribution plan proposed by the board of directors based on the actual situation of the company is in line with the interests of the shareholders of the company, does not harm the interests of investors, does not violate the relevant provisions of the company law of the people’s Republic of China and the articles of association, does not harm the interests of the shareholders of the company, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company. It is agreed that the cash profit of the company in 2021 will not be distributed, nor will the capital reserve be converted into share capital. It is agreed to submit this plan to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
After verification, the independent directors of the company believe that the contents of the special report on the deposit and actual use of raised funds in 2021 prepared by the company are true, accurate and complete, and there are no false records, misleading statements and major omissions. The deposit and actual use of 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 violation in the deposit and use of raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. 3、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
1. Through the review of the capital occupation of the listed company by the controlling shareholders and other related parties of the company during the reporting period, the independent directors believe that during the reporting period, the controlling shareholders and other related parties of the company strictly complied with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, and there was no occupation of the non operating capital of the listed company by the controlling shareholders and other related parties of the company, There is no case that the controlling shareholders and other related parties of the company cause damage to the interests of the listed company and other shareholders through the occupation of the funds of the listed company.
2. Through the review of the company’s external guarantees during the reporting period, the independent directors believe that: during the reporting period, the company did not have any external guarantees, strictly complied with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, and did not damage the interests of the company and other shareholders through external guarantees.
4、 Independent opinion on self-evaluation report of internal control in 2021
The company has established a relatively perfect internal control system and can be effectively implemented. The company’s corporate governance, production and operation and major events are carried out in strict accordance with the provisions of the company’s internal control systems, and the possible internal and external risks in each link are reasonably controlled. Therefore, we believe that the company’s internal control is effective, and the company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinion on the provision for asset impairment in 2021
After verification, the independent directors believe that the company’s provision for asset impairment is made in strict accordance with relevant laws and regulations and financial systems, which is in line with the provisions of accounting standards for business enterprises and other laws and regulations and relevant systems of the company, can fairly reflect the company’s financial status and operating results, make the company’s accounting information on asset value more authentic, reliable and reasonable, and do not harm the interests of the company and minority shareholders, The approval procedure shall comply with the provisions of relevant laws and regulations and the articles of association. The independent directors of the company agreed to withdraw the provision for impairment of assets. 6、 Independent opinions on the prediction of daily connected transactions in 2022
After review and verification, we believe that the company’s daily connected transactions in 2022 are expected to be based on the needs of the company’s normal production and operation activities, which are the company’s normal business behavior. The transaction pricing is reasonable and fair, and follow the principles of openness, fairness and impartiality. There is no situation that damages the interests of the company and other shareholders, especially minority shareholders, will not affect the independence of the company, and there is no violation of relevant laws and regulations. The relevant decision-making and approval procedures of the board of directors for considering the matter comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines and the articles of association. The procedures are legal and compliant, and the resolutions are legal and effective. We unanimously agree on the expected events of the company’s daily connected transactions in 2022.
7、 Independent opinions on developing bill pool business
Independent directors believe that the company is in good operation and stable financial condition. The company’s bill pool business can improve the capital utilization rate, reduce the company’s capital occupation and optimize the financial structure. Therefore, we agree that the company will use the bill pool limit of no more than RMB 49 million, that is, the spot balance of pledged bills used to carry out bill pool business with cooperative banks will not exceed RMB 49 million, and the validity period is one year. During the business period, the limit can be recycled.
8、 Independent opinions on temporarily replenishing working capital with some idle raised funds
Independent directors believe that the use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of the company’s raised funds and reducing the company’s financial expenses, which is in line with the interests of shareholders and investors; Relevant decision-making procedures comply with relevant provisions of laws and regulations; At the same time, the company used some idle raised funds to temporarily supplement the working capital plan, which did not conflict with the implementation plan of the raised funds project, did not affect the normal progress of the raised funds investment project, and did not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, which was in line with the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. Therefore, we unanimously agree that the company will use some idle raised funds of no more than 90 million yuan (including 90 million yuan) to temporarily supplement working capital, and the service life will be returned to the special account for raised funds within 12 months from the date of deliberation and approval by the board of directors.
(there is no text on this page, which is the signature page of Shenzhen Increase Technology Co.Ltd(300713) “independent opinions of independent directors on matters related to the fourth meeting of the third board of directors”)
Signature of independent director:
Wu HongRi (signature):
Jing Chunmei (signature):
Liu Chen (signature):
Shenzhen Increase Technology Co.Ltd(300713) mm / DD / yyyy
