Digital China Group Co.Ltd(000034)
Independent directors’ opinions on the 12th meeting of the 10th board of directors
Independent opinions on relevant matters under consideration
As an independent director of Digital China Group Co.Ltd(000034) (hereinafter referred to as “the company”), based on independent judgment, in accordance with the relevant provisions of the standards for the governance of listed companies, the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange and the articles of Association, The independent opinions on relevant matters considered at the 12th meeting of the 10th board of directors are as follows:
1、 Independent opinions on the proposal on daily connected transactions expected in 2022
The daily connected transactions of the company in 2021 are all transactions required for the normal operation of the company. The transaction price is fair, fair and just, and the transaction matters comply with the market principles and the provisions of laws and regulations. The explanation of the board of directors of the company on the difference between the actual situation and the expected situation of daily connected transactions in 2021 is consistent with the market situation and the actual situation of the company, and is reasonable. The occurrence of such difference will not have a significant impact on the production and operation of the company, damage the interests of the company and minority shareholders, or affect the independence of the company.
The related party transactions are conducted by both parties in accordance with the principle of “voluntariness, equality and equivalence” and by consensus according to the market price, which will not damage and affect the independence of the company and is a beneficial supplement to the operation of the company. The daily amount of related party transactions predicted by the company in 2022 is in line with the actual operation and future development needs of the company and the overall interests of the company, Comply with relevant laws and regulations and the articles of association. During the deliberation of the proposal, the board of directors of the company avoided the related directors during the voting in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, and the deliberation procedure was legal and effective. The related party transaction is fair and reasonable, and there is no damage to the interests of other shareholders, especially small and medium-sized shareholders. We agree to the related party transaction.
2、 Independent opinions on the proposal on additional election of independent directors of the company
After review, the nomination and appointment procedures of Mr. Wang nengguang, the candidate for independent director, comply with relevant regulations; There is no case that he is not allowed to serve as a director of the company as stipulated in the company law, and there is no case that he is determined by the CSRC as a market prohibited person and the prohibition has not been lifted. His qualification meets the conditions for serving as an independent director of a listed company and meets the relevant provisions of the company law, the company charter and so on. Agree to nominate Mr. Wang nengguang as the candidate for independent director of the 10th board of directors of the company, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the appointment of the company’s chief financial officer
After review, the nomination and appointment procedures of the proposed senior managers of the company comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association.
Mr. Chen Zhenkun’s personal resume meets the post holding conditions specified in the articles of association, meets the post holding qualification of senior managers of the company, and is not found to be prohibited by the company law, or has been determined as a market prohibited person by the CSRC and has not been lifted. His nomination, deliberation and appointment procedures comply with the standards for the governance of listed companies Relevant provisions of the company law and the articles of association.
Agree to appoint Mr. Chen Zhenkun as the chief financial officer of the company.
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(there is no text on this page, which is the signature page of Digital China Group Co.Ltd(000034) independent directors’ independent opinions on relevant matters considered at the 12th meeting of the 10th board of directors) signature of independent directors:
Zhu Jinmei, Zhang Lianqi
Ling Zhenwen, Yin Shiming
February 15, 2022
