Rockontrol Technology Group Co.Ltd(688051)
Independent directors’ opinions on the 30th meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the relevant provisions of the China Securities Regulatory Commission, such as the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020), the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s fund-raising management system, we are the independent directors of Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as the “company”), The independent opinions on the following proposals considered at the 30th meeting of the second board of directors held on April 29, 2022 are as follows:
1、 Proposal on the application of the company and its subsidiaries for comprehensive financing credit line and guarantee from financial institutions and non-financial institutions
The independent directors believe that the company and its subsidiaries apply for comprehensive credit line and provide guarantee to meet the capital needs of business development and meet the actual business situation and overall development strategy of the company. The guarantee object is a wholly-owned subsidiary of the company, and the guarantee risk is controllable. The decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, it is agreed that the company and its subsidiaries apply for comprehensive credit line and provide guarantee, and submit the proposal to the general meeting of shareholders for deliberation.
2、 Proposal on using some temporarily idle self owned funds for cash management
The independent directors agreed that, on the premise of ensuring that the normal development of the company’s main business is not affected and the demand for working capital and risk are controllable, the company uses no more than RMB 500 million (including this amount) to temporarily idle its own funds for cash management, which has high purchase safety, good liquidity Low risk financial products or deposit products (including but not limited to agreement deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.) are conducive to improving the efficiency of capital utilization, making rational use of idle funds and increasing the company’s income.
Therefore, the independent directors agree that the company will use some of its own funds temporarily idle for cash management.
3、 Proposal on using temporarily idle raised funds for cash management
After deliberation, the independent directors agreed that: the company uses the temporarily idle raised funds with a limit of no more than RMB 250 million (including this amount) for cash management, and within the above limit, the decision-making procedure for the rolling use of funds complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The provisions of relevant laws and regulations such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the articles of association, the company’s management system for raised funds and other regulations. Moreover, the use of temporarily idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, affect the normal implementation of the raised funds investment project, change the purpose of the raised funds in a disguised manner, affect the normal development of the company’s main business, or damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, the company agrees to use the temporarily idle raised funds for cash management.
4、 Proposal on changing some investment projects with over raised funds and using some idle over raised funds to temporarily supplement working capital
The independent directors of the company believe that the company’s change of some over raised capital investment projects and the use of some idle over raised funds to temporarily supplement working capital comply with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the articles of association The provisions of the company’s management system for raised funds are conducive to improving the use efficiency of raised funds, reducing financial costs, meeting the needs of the company’s actual operation and development, and safeguarding the interests of listed companies and shareholders.
The independent directors of the company agreed to change some investment projects of over raised funds and use some idle over raised funds to temporarily supplement working capital.
5、 After deliberation on the proposal on the special report on the deposit and actual use of raised funds in 2021, the independent directors agreed that the company’s special report on the deposit and actual use of raised funds in 2021 has been in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The requirements of the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation have been prepared. In 2021, the deposit and actual use of the company’s raised funds met the requirements of relevant laws and regulations, there was no violation, there was no difference between the actual use of the company’s raised funds and the company’s information disclosure, and there was no damage to the interests of minority shareholders.
In conclusion, we agree with the special report on the deposit and actual use of raised funds in 2021 prepared by the company.
6、 Proposal on Abolishing part of the granted but not yet vested restricted shares
After verification, we believe that the cancellation of some restricted shares of the company this time complies with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies and the company’s 2021 restricted stock incentive plan (Draft), the resolution procedure is legal and effective, and there is no damage to the interests of shareholders.
Therefore, we agree to the proposal on canceling some restricted shares granted but not yet vested.
7、 Proposal on profit distribution in 2021
The profit distribution plan prepared by the board of directors of the company conforms to the actual situation of the company, takes into account the interests of the company and all shareholders, does not harm the interests of investors, complies with the provisions of relevant laws and regulations and the articles of association, and is conducive to the sustainable, stable and healthy development of the company.
We agree with the proposal on profit distribution in 2021 prepared by the board of directors of the company.
8、 About the provision for asset impairment in 2021
The provision of asset impairment loss this time complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies. After the impairment loss is accrued, the company’s financial statements can more fairly reflect the company’s financial situation and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and there is no damage to the interests of the company and all shareholders, especially minority shareholders.
Therefore, we unanimously agree on the provision for asset impairment of the company this time.
9、 Proposal on self evaluation report on internal control in 2021
The internal control evaluation report of Rockontrol Technology Group Co.Ltd(688051) 2021 issued by the company objectively and truly reflects the establishment and operation of the company’s financial report and other relevant internal control systems, as well as the supervision and inspection of internal control. The deliberation and voting procedures of the board of directors of the company on the internal control evaluation report of Rockontrol Technology Group Co.Ltd(688051) 2021 comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
In conclusion, we agree to the Rockontrol Technology Group Co.Ltd(688051) 2021 annual internal control evaluation report.
10、 Proposal on reviewing the remuneration of senior managers in 2022
After deliberation, the independent directors agreed that the remuneration plan of the company’s senior managers in 2022 is based on the principle of independent and objective judgment, and comprehensively determined in terms of the remuneration level of the contract industry and the company’s development and operation plan, which is in line with the actual situation of the company and does not harm the interests of the company and shareholders.
In conclusion, we agree to the proposal.
11、 Proposal on the remuneration scheme of independent directors of the company in 2022
After deliberation, the independent directors agreed that the company’s remuneration plan for independent directors in 2022 is based on the principle of independent and objective judgment and comprehensively determined in terms of the remuneration level of the contract industry and the company’s development and operation plan, which is in line with the actual situation of the company and does not damage the interests of the company and shareholders.
In conclusion, we agree to the proposal and submit it to the general meeting of shareholders for deliberation.
12、 Proposal on the remuneration scheme of non independent directors of the company in 2022
After deliberation, the independent directors agreed that the company’s remuneration plan for non independent directors in 2022 is based on the principle of independent and objective judgment, which is in line with the actual situation of the company and does not damage the interests of the company and shareholders. In conclusion, we agree to the proposal and submit it to the general meeting of shareholders for deliberation.
13、 Proposal on adding directors of the company
After reviewing Ms. Chen Jingnan’s resume and other relevant materials, we believe that her educational background and work experience meet the conditions for holding relevant positions in a listed company. We have not found any circumstances that she is not allowed to serve as a director of the company as stipulated in the company law, the articles of association and the relevant normative documents of the CSRC and Shanghai Stock Exchange, and there is no situation that she has been determined as a market prohibited person by the CSRC or the prohibition has not been lifted. The procedures for adding directors this time are standardized and comply with the company law, the articles of association and other relevant provisions.
To sum up, we agree that Chen Jingnan is a candidate for non independent director of the ninth board of directors of the company and submitted to the general meeting of shareholders for deliberation as required.
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Independent director: Ma Zhiming, Qiang Li, Zheng Jianming April 29, 2022
