Independent director of Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Independent opinions on matters related to the second interim meeting of the ninth board of directors in 2022, in accordance with the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, As an independent director of Digital China Group Co.Ltd(000034) Information Services Co., Ltd. (hereinafter referred to as “the company”), on the basis of carefully reviewing relevant materials, we express independent opinions on relevant matters considered at the second extraordinary meeting of the ninth board of directors in 2022 as follows:
1、 Independent opinions on the appointment of senior managers of the company
1. After review, the nomination and appointment procedures for the appointment of 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 No. 1 – standardized operation of listed companies on the main board and the articles of Association;
2. The personal resumes of Mr. Li Hongchun, Mr. Zhao Wenfu, Mr. Liu Weigang, Ms. Li Kanya, Mr. Yu Hongzhi, Mr. Dai Ke, Mr. Liu Hong, Mr. Hao Jinrui, Mr. Yan Guangming, Mr. Chen Dalong, Mr. Sun Jiangang, Mr. Ma Hongjie, Ms. Zhang Yunfei, Mr. Yu Ding and Mr. Tang Zhifeng meet the employment conditions specified in the articles of association, If they meet the qualifications of the company’s senior managers, are not found to have the prohibition of holding office as stipulated in Article 146 of the company law, or are determined by the CSRC to be prohibited from entering the market and have not been lifted, their nomination, deliberation and appointment procedures comply with the relevant provisions of the standards for the governance of listed companies, the company law and the articles of association.
3. Mr. Liu Weigang has obtained the qualification certificate of secretary of the board of directors, and his qualification of secretary of the board of directors and relevant materials have been reviewed by Shenzhen stock exchange without objection.
4. Agree to appoint Mr. Li Hongchun as the president of the company, Mr. Zhao Wenfu as the executive vice president of the company, Mr. Liu Weigang as the chief financial officer and Secretary of the board of directors, Ms. Li Kanya, Mr. Yu Hongzhi, Mr. Dai Ke, Mr. Liu Hong, Mr. Hao Jinrui, Mr. Yan Guangming, Mr. Chen Dalong, Mr. Sun Jiangang, Mr. Ma Hongjie Ms. Zhang Yunfei is the vice president of the company; Mr. Yu Ding was appointed as the president of the company’s North District and Mr. Tang Zhifeng as the president of the company’s south district. The term of office is the same as that of the ninth board of directors.
2、 Independent opinions on providing guarantee for the financing of holding subsidiaries according to the proportion of capital contribution
This guarantee is mainly to meet the business financing needs of the holding subsidiary, help the holding subsidiary raise funds and a virtuous circle of funds, and meet the reasonable needs of its business development. The object of this guarantee is the holding subsidiary of the company, with general short-term solvency, but its guarantee is mainly used to further expand the business of the company, which is conducive to the realization of the overall strategic objectives of the company, and the financial risk of providing guarantee is within the controllable range, Other participating shareholders provide corresponding guarantee for raising funds and issuing bank guarantee required by smart Tianrong according to their shareholding ratio, or provide shareholder loans and other credit enhancement and assistance. The guarantee liability actually borne by the company does not exceed the proportion of equity held by the company in smart Tianrong, and does not damage the overall interests of the company and all shareholders, There is no violation of the relevant provisions of the CSRC and the articles of association. Necessary deliberation procedures have been performed for this guarantee, and the decision-making procedures are legal and effective, in line with the provisions of relevant laws and regulations. The independent directors agreed to the guarantee and agreed to submit the matter to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Prior approval opinions and independent opinions on the matters of joint investment and related party transactions with related parties 1. The independent directors conducted a prior audit on the related party transactions involved in the proposal on joint investment and related party transactions with related parties to be submitted to the board of directors of the company for deliberation, and believed that the related party transactions followed the principles of voluntariness, fairness and openness, In line with the overall interests of the company, there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed to submit this proposal to the board of directors of the company for deliberation, and the related directors should avoid voting.
2. After verification, the independent directors believe that the joint investment between the company’s wholly-owned subsidiary and related parties is in line with the company’s long-term development strategy, the decision-making process is legal and effective, and in line with the provisions of relevant laws, regulations, normative documents and the articles of association. The related directors of the company have been avoided during voting. This connected transaction follows the principles of voluntariness, equality and fairness, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. Therefore, it is agreed that the company will jointly invest in the related party transactions with related parties.
(no text below)
(there is no text on this page, which is the signature page of independent opinions of independent directors of Digital China Group Co.Ltd(000034) Information Services Co., Ltd. on matters related to the second extraordinary meeting of the ninth board of directors in 2022) independent directors:
Luo Ting, Wang Yongli, Huang Hui
Benjamin Zhao (Zhai bin) Wang Wei
February 18, 2022
