Infotmic Co.Ltd(000670) independent director
Independent opinions on matters related to the 23rd Meeting of the 11th board of directors in accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association, the working system of independent directors and other relevant provisions, as independent directors of the company, we are based on seeking truth from facts Carefully and responsibly reviewed the relevant materials provided by the board of directors, and based on their own independent judgment, expressed independent opinions on the following matters:
1、 Special description and independent opinions on the occupation of funds by related parties in 2021
During the reporting period, the company did not occupy funds by controlling shareholders and other related parties.
2、 Special description and independent opinions on external guarantee in 2021
We believe that all guarantees occurred during the reporting period of the company have performed the necessary review procedures in strict accordance with the provisions of relevant laws and regulations, the articles of association and the company’s external guarantee management system. The decision-making procedures are legal and effective. The company strictly controls the relevant guarantee risks, and the company does not provide guarantees for the largest shareholder and its related parties.
3、 Independent opinions on 2021 profit distribution plan
The 2021 profit distribution plan of the company complies with the relevant provisions on profit distribution such as the articles of association, the actual situation of the company and the needs of future development, takes into account the long-term interests of the company and shareholders, and is conducive to the sustainable, stable and healthy development of the company. We agree to the matter and submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on the 2021 internal control evaluation report
We reviewed the company’s internal control evaluation report in 2021 and reviewed relevant materials. We believe that the company’s 2021 internal control evaluation report comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company’s internal control system. The actual situation of the company’s internal control is consistent with the requirements of normative documents such as the basic norms of enterprise internal control and the guidelines for internal control of listed companies.
5、 Independent opinions on examining and approving the remuneration of directors and senior managers of the company in 2021
We believe that the remuneration received by the company’s directors and senior managers in 2021 is determined in accordance with the provisions of the company’s remuneration system for directors and senior managers, taking full account of the level of the same industry and the local price level, and in combination with the operating performance, responsibility, risk level and other factors in the work, which is in line with the actual situation of the company. The salary payment procedure complies with the relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders. The deliberation and decision-making procedures of the proposal are legal and effective. We agree to the matter.
6、 Independent opinions on the provision for impairment of assets withdrawn, written off and written off in 2021
We believe that the provision for impairment of assets withdrawn, written off and written off by the company this time complies with and complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, is fully based, reflects the principle of accounting prudence, conforms to the actual situation of the company, reflects the financial status and operating results of the company more objectively and fairly, and does not damage the interests of the company and shareholders, Agree to withdraw, write off and write off the provision for asset impairment this time
7、 Independent opinions on applying for comprehensive credit line from relevant institutions
The total comprehensive credit line and bill pool business line to be applied by the company and its subsidiaries this time are to meet the development needs and daily operating capital needs of the company and its subsidiaries, and meet the overall business objectives and development plan of the company. The application for comprehensive credit line and bill pool business line will not bring significant financial risks to the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to apply for relevant credit and bill pool business lines and agree to submit the matter to the general meeting of shareholders for deliberation.
8、 Independent opinions on the prediction of guarantee amount for holding subsidiaries
The guarantee provided by the company for the holding subsidiary Shenzhen huaxinke Technology Co., Ltd. (hereinafter referred to as “huaxinke”) is to meet the needs of its daily operation and business development, facilitate its fund-raising and improve financing efficiency. At present, huaxinke is in good operating condition and its overall financial situation is stable. When the actual guarantee occurs or the guarantee agreement is signed, other shareholders of huaxinke shall, in principle, provide the same proportion of guarantee or counter guarantee, and the risk of relevant guarantee is controllable. The relevant decision-making procedures for the prediction of the guarantee amount comply with the provisions of various laws, regulations and relevant systems of the company, and there is no behavior damaging the interests of shareholders of the company. Therefore, we agree to provide the estimated amount of guarantee for the holding subsidiary and agree to submit the matter to the general meeting of shareholders for deliberation.
9、 Independent opinions on housing renewal and the amount of financial assistance
The company’s renewal of office space from the related party Shunyuan Holding Group Co., Ltd. can meet the office needs of the company’s subsequent operation and future development. The transaction follows the general commercial terms and the pricing is fair; The financial assistance of interest free loan reflects the support of the largest shareholder Zhejiang Shunyuan Enterprise Management Co., Ltd. to the company, provides convenient conditions for the company’s capital turnover, is conducive to the company’s sustainable development and stable operation, meets the needs of the company’s development, and will not damage the interests of the company’s shareholders, especially the minority shareholders. The voting procedure of the board of directors on related transactions was legal, and the related directors avoided voting on related proposals, which was in line with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the articles of association and the management system of related transactions of the company. We agree to the above related party transactions of the company and sign relevant transaction agreements.
10、 Independent opinions on the correction of accounting errors in the previous period
The correction of the company’s accounting errors in the previous period complies with the relevant provisions and requirements of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and error correction and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information, which is conducive to a more objective and fair reflection of the company’s financial position and operating results. The deliberation and voting procedures of the board of directors on the correction of accounting errors in the previous period comply with the provisions of laws, regulations and the articles of association, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree with the correction of accounting errors in the previous period.
Independent directors: Hong Zhiliang, Li Weiqun, Yang Licheng
February 14, 2022
