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
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association of Ylz Information Technology Co.Ltd(300096) (hereinafter referred to as the “company”), the working system of independent directors and other relevant laws, regulations and rules of the CSRC, As an independent director of the company, we have carefully reviewed the relevant matters considered at the 14th meeting of the 5th board of directors with an attitude of being responsible to the company, all shareholders and investors, and hereby express the following independent opinions:
1、 Independent opinions on the occupation of funds of listed companies by controlling shareholders and other related parties in 2021
After verification, the company did not occupy the funds of the listed company by controlling shareholders and other related parties in 2021, nor did the related parties illegally occupy the funds of the listed company in previous years and accumulated to December 31, 2021.
2、 Independent opinions on the company’s external guarantee in 2021
Upon verification, on October 12, 2021, Guangzhou Ylz Information Technology Co.Ltd(300096) ruitu Information Technology Co., Ltd. (hereinafter referred to as “Guangzhou ruitu”), the holding subsidiary of Ylz Information Technology Co.Ltd(300096) health medical Holding Co., Ltd. (hereinafter referred to as “medical control company”), a wholly-owned subsidiary of the company, applied for a medium-term working capital loan line of 5 million yuan from Bank Of China Limited(601988) Guangzhou Tianhe sub branch for the actual operation needs, with a term of 5 years, The medical control company provided joint and several liability guarantee for the credit line applied by Guangzhou ruitu to the bank, and Mr. Zhang Jun, the minority shareholder and legal representative of Guangzhou ruitu and Mr. Lin Guoxiong, the chairman of Guangzhou ruitu, provided joint and several liability guarantee. As of December 31, 2021, the actual external guarantee balance of the medical control company was 0 yuan.
On October 13, 2021, after the deliberation and approval of the 7th Meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors, Mr. Zhang Xi, the controlling shareholder and actual controller of the company, applied to Agricultural Bank Of China Limited(601288) Xiamen Siming branch for a comprehensive credit line of 20 million yuan for Fujian Ylz Information Technology Co.Ltd(300096) baoruitong Information Technology Co., Ltd. to provide joint and several liability guarantee. As of December 31, 2021, the actual external guarantee balance of the company is 0 yuan.
As of December 31, 2021, the company has no other external guarantees. During the reporting period, the company strictly implemented the relevant provisions on external guarantees of listed companies. The external guarantees of the company fulfilled the necessary examination and approval procedures, met the requirements of relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there was no illegal external guarantee. Except for the above matters, there was no external guarantee that occurred in previous years and continued to this reporting period.
3、 Independent opinions on related party transactions of the company in 2021
If the decision-making of the affiliated shareholders is not in line with the provisions of laws and regulations, and the operation of the company is not in line with the actual interests of the company in 2021, especially if the decision-making of the affiliated shareholders does not meet the requirements of laws and regulations, and the operation of the company is not in line with the actual interests of the company in 2021.
4、 Independent opinion on self-evaluation report of internal control in 2021
After verification, the company has established a relatively perfect internal control system that meets the needs of the company’s operation according to its own business characteristics and can be effectively implemented, providing a reasonable guarantee for the preparation of legal and fair financial reports. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. The company’s internal control system reasonably controls the possible internal and external risks in all links, ensures the normal operation of the company’s operation and management, and conforms to the actual situation of the company. After deliberation, we believe that the corporate governance, daily management, information disclosure and other activities of the company are carried out in strict accordance with the provisions of the company’s internal control. The 2021 internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
5、 Independent opinions on the company’s profit distribution plan in 2021
After verification, the company’s plan for no profit distribution in 2021 complies with the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association, the shareholder dividend return plan for the next three years (20212023) and other relevant provisions, conforms to the current actual operation of the company and does not harm the interests of investors. We agree with the profit distribution plan of the board of directors of the company and agree that the board of directors will submit the plan to the general meeting of shareholders for deliberation.
6、 Independent opinions on the remuneration scheme of directors and senior managers in 2022
It is verified that the remuneration plan for the directors and senior managers of the company in 2022 fully takes into account the actual operation of the company and the remuneration level of the industry, complies with the provisions of relevant laws, regulations and the articles of association, is conducive to the steady development of the company and the realization of the company’s strategic objectives, and does not damage the interests of the company and all shareholders, especially the interests of small and medium-sized shareholders. We agree to the 2022 annual remuneration plan of the company’s directors and senior managers, and agree that the board of directors will submit the 2022 annual remuneration plan to the general meeting of shareholders for deliberation.
7、 Independent opinions on the by election of non independent directors of the 5th board of directors
After examination, we believe that Mr. Wu Liangbin, the candidate for non independent director of the 5th board of directors of the company, has the qualification of a director of a listed company as stipulated in relevant laws and regulations and the articles of association, has the necessary working experience to perform the duties of a director, and has not found Article 146 of the company law The circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem do not exist in the case that they are determined by the CSRC to be prohibited from entering the market and have not been lifted, nor are they the persons subject to dishonesty, nor have they been punished by the CSRC and other relevant departments and the stock exchange.
The nomination of the above director candidates, the qualifications of the nominees and the nomination procedures comply with the relevant provisions of the company law and the articles of association, and there is no damage to the rights and interests of shareholders. We agree to nominate Mr. Wu Liangbin as a candidate for non independent director of the 5th board of directors of the company, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation. 8、 Independent 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 holding subsidiary Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd. are in line with the company’s development plan. The related party transactions have performed the necessary deliberation procedures, the decision-making procedures are legal and compliant, and comply with the company law, the GEM Listing Rules of Shenzhen Stock Exchange, the articles of association, the company’s related party transaction decision-making system and other relevant provisions, There is no behavior that damages the interests of the company and other shareholders, especially minority shareholders.
We agree to the capital reduction and related party transactions of the company’s holding subsidiaries.
9、 Independent opinions on the acquisition of real estate and related party transactions by the holding subsidiary through the purchase of equity
After review, we believe that the holding subsidiaries of the company, Xiamen Ylz Information Technology Co.Ltd(300096) Yihui Technology Co., Ltd. and Ylz Information Technology Co.Ltd(300096) intelligent (Xiamen) Technology Co., Ltd. respectively transferred 100% equity of Xiamen Baiyi Information Technology Co., Ltd. and Xiamen haojiguang Information Technology Co., Ltd., a wholly-owned subsidiary of Xiamen Yinju Spatial Geographic Information 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 related party transaction has fulfilled the necessary deliberation procedures, and the decision-making procedures are legal and compliant, in line with the relevant provisions of the company law, the GEM Listing Rules of Shenzhen Stock Exchange, the articles of association and the company’s related party transaction decision-making system, and there is no behavior that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. We agree to the acquisition of real estate and related party transactions by the holding subsidiary of the company through the purchase of equity.
10、 Independent opinions on supplementary confirmation of related party transactions
After review, we believe that the occurrence of the company’s supplementary confirmed related party transactions is based on the research and judgment made by the company based on the continuous loss of operation since the establishment of E-Party technology and the difficulty of realizing business income in line with the company’s overall plan. The related party transactions between the company and related parties are conducted on the principle of fairness and fairness. When the board of directors deliberates the proposal, the related directors withdraw from voting. The deliberation and voting procedures of the meeting comply with the provisions of relevant laws and regulations. The related party transactions will not have a significant impact on the company’s financial status and operating results, and there is no behavior damaging the interests of the company and other shareholders, especially minority shareholders. We agree to the related party transactions supplementary confirmed by the company.
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(there is no text on this page, which is the signature page of the independent opinions of Ylz Information Technology Co.Ltd(300096) independent directors on relevant matters of the 14th meeting of the Fifth Board of directors of the company)
Signature of independent director: Lu Yonghua
Lin Zhihong
Qiao Hongjun
Wang Bin
April 25, 2022
