Ylz Information Technology Co.Ltd(300096)
Opinions of independent directors on matters related to the 14th meeting of the 5th board of directors of the company
Prior approval opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the working system of independent directors of Ylz Information Technology Co.Ltd(300096) (hereinafter referred to as the "company") and other relevant laws, regulations and rules, as independent directors of the company, we, based on the principles of independence, objectivity and impartiality, Reviewed the relevant matters to be considered at the 14th meeting of the 5th board of directors in advance. Based on the position of independent judgment, we hereby express the following prior approval opinions on related party transactions:
1、 Prior approval opinions on capital reduction and related party transactions of Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd., a holding subsidiary
After review, we believe that the capital reduction and related party transactions of the company's holding subsidiary Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd. are conducive to the company's further optimization of resource allocation and in line with the company's development plan. After the implementation of this capital reduction, the company will remain its controlling shareholder and will not lead to changes in the scope of the company's consolidated statements. The capital reduction and related party transactions of the holding subsidiaries are in line with the interests of the company and all shareholders, and there is no behavior damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit this proposal to the board of directors of the company for deliberation.
2、 Prior approval opinions on the holding subsidiary's acquisition of real estate and related party transactions through the purchase of equity
After examination, we believe that Xiamen Ylz Information Technology Co.Ltd(300096) Yihui Technology Co., Ltd. and Ylz Information Technology Co.Ltd(300096) intelligent (Xiamen) Technology Co., Ltd., the holding subsidiaries of the company, have respectively transferred 100% equity of Xiamen Baiyi Information Technology Co., Ltd., a wholly-owned subsidiary of Xiamen Yinju Spatial Geographic Information Co., Ltd. and 100% equity of Xiamen haojiguang Information Technology Co., Ltd., so as to obtain relevant real estate and related party transactions, It can meet the actual operation and development needs of the company's holding subsidiaries and ensure the stability of their office space. The purchase of equity and related party transactions by the company's holding subsidiaries is in line with the interests of the company and all shareholders, and there is no behavior damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit this proposal to the board of directors for deliberation.
3、 Prior approval opinions on supplementary confirmation of related party transactions
After review, we believe that the supplementary confirmed related party transactions meet the needs of the company's actual operation and development. The related party transactions between the company and related parties are carried out on the principle of fairness and fairness. When the board of directors deliberates the proposal, the related directors shall avoid voting. The related party transactions will not have a significant impact on the company's financial status and operating results, and will not damage the interests of the company and all shareholders. Therefore, we agree to submit this 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 Ylz Information Technology Co.Ltd(300096) independent director's prior approval opinions on relevant matters of the 14th meeting of the 5th board of directors of the company)
Signature of independent director: Lu Yonghua
Lin Zhihong
Guo Xiaodong
Wang Bin
April 14, 2022
