Kyland Technology Co.Ltd(300353) independent director
Matters related to the 45th meeting of the 5th board of directors of the company
Independent opinion of
As an independent director of Kyland Technology Co.Ltd(300353) (hereinafter referred to as “the company”), in accordance with the relevant provisions of laws, regulations and normative documents such as the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, the articles of Association, working rules for independent directors and so on, In line with the principle of being responsible to all shareholders and the company, based on the position of seeking truth from facts and independent judgment, adhering to the scientific and rigorous working attitude, and having conducted careful verification, careful analysis and research, we hereby express the following independent opinions on the relevant proposals of the 45th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors of the sixth board of directors
After verification, we believe that:
1. The term of office of the Fifth Board of directors of the company is about to expire. The general election is in line with the company law of the people’s Republic of China, 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, administrative regulations and departmental rules According to the relevant provisions of the normative documents and the articles of association, the nomination, deliberation and voting procedures of non independent director candidates of the board of directors are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
2. Li Ping, Xue Baihua, Cao Hongxi and Yang xiaoteng, as candidates for non independent directors, do not have the situation that they are not allowed to serve as directors of the company as stipulated in the company law, are not determined as market prohibited persons by the CSRC and have not been lifted, are not dishonest Executees, and have not been punished or punished by the CSRC and the stock exchange, Have the qualification and ability to serve as non independent directors of listed companies.
Accordingly, we unanimously agree to nominate Li Ping, Xue Baihua, Cao Hongxi and Yang xiaoteng as candidates for non independent directors of the sixth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 After verification of the independent opinions on the general election of the board of directors and the nomination of independent director candidates for the sixth board of directors, we believe that:
1. The term of office of the Fifth Board of directors of the company is about to expire. The general election is in line with the company law of the people’s Republic of China, 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, administrative regulations and departmental rules According to the relevant provisions of the normative documents and the articles of association, the nomination, deliberation and voting procedures of independent director candidates of the board of directors are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
2. Zhang Hongke, Wang Xiaolan and Huang Dehan, as candidates for independent directors of the board of directors, are not allowed to serve as independent directors of listed companies as stipulated in the company law of the people’s Republic of China, the rules for independent directors of listed companies and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, There are no circumstances that have not been lifted and identified as market prohibitions by the CSRC. They are not dishonest and have not been punished and punished by the CSRC and the stock exchange. Among the candidates for independent directors, both Ms. Wang Xiaolan and Mr. Huang Dehan have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange, and Mr. Zhang Hongke has not obtained it, but he has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent directors recognized by Shenzhen stock exchange.
Accordingly, we unanimously agree to nominate Zhang Hongke, Wang Xiaolan and Huang Dehan as candidates for independent directors of the sixth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 The independent opinions on adjusting the investment amount of the investment project raised by issuing shares to specific objects are verified, and we believe that:
The company adjusted the investment amount of the investment project of the raised funds this time, taking into account the actual situation of the company’s raising funds by issuing shares to specific objects, The decision-making procedures comply with the provisions of relevant laws, regulations, rules and regulations, such as the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree that the company will adjust the investment amount of the raised capital investment projects that issue shares to specific objects.
4、 The independent opinions on adjusting the investment amount of the investment project raised by issuing shares to specific objects are verified, and we believe that:
On the premise of ensuring the capital demand and normal progress of the investment project construction with raised funds, the company uses idle raised funds of no more than 50 million yuan to temporarily supplement working capital, which is conducive to improving the use efficiency of idle raised funds, reducing the company’s financial expenses and capital costs, and meeting the demand for working capital for business growth of the company, Improve the overall profitability and comprehensive competitiveness of the company. The company’s plan to temporarily supplement working capital with some idle raised funds this time does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, Comply with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and relevant laws, regulations, rules and regulations, and there is no situation damaging the interests of the company and shareholders. Therefore, we agree that the company will temporarily replenish the working capital with idle raised funds of no more than 50 million yuan. The service life is no more than 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds of the company at maturity.
(there is no text on this page, which is the signature page of Kyland Technology Co.Ltd(300353) independent directors’ independent opinions on matters related to the 45th meeting of the Fifth Board of directors of the company) independent director (signature):
Wang Xiaolan, Wang Wenhai, Huang Dehan
January 25, 2022
