Independent director of Digital China Group Co.Ltd(000034) Information Services Co., Ltd
On the fourth interim meeting of the eighth board of directors in 2021
Independent opinions on relevant matters
As an independent director of Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as "the company"), we have carefully reviewed relevant materials 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 and the articles of association, The independent opinions on relevant matters considered at the fourth extraordinary meeting of the eighth board of directors in 2021 are as follows:
1、 Independent opinions on the general election of the board of directors of the company
1. The nomination procedures and appointment procedures of candidates for directors and independent directors comply with relevant regulations; Their qualifications meet the requirements for serving as directors and independent directors of listed companies, are competent for the duties of the positions they employ, and have the ability to serve as directors of the company; It is not found that there is any situation stipulated in Article 146 of the company law, nor is it determined by the CSRC as a market prohibited person and the prohibition has not been lifted, and the independent director candidates have not been reappointed as independent directors in the company for more than six years;
2. Agree to nominate Mr. Guo Wei, Mr. Fei Jianjiang, Mr. Li Hongchun, Ms. Yang Xiaoying and Mr. Xing Jingfeng as candidates for directors of the ninth board of directors of the company, and agree to nominate Ms. Luo Ting, Mr. Wang Yongli, Mr. Huang Hui, Mr. Benjamin Zhao (Zhai bin) and Mr. Wang Wei as candidates for independent directors of the ninth board of directors of the company; It is agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the expected guarantee amount of the company and its subsidiaries in 2022
1. The expected guarantee amount is mainly to meet the financing needs of the company, its branches and subordinate holding subsidiaries, help promote the virtuous circle of fund-raising and fund-raising of the company, its branches and subordinate holding subsidiaries, and meet the reasonable needs of its operation and development.
2. The guarantee object is the company within the scope of the company's consolidated statements, the financial risk of providing guarantee is within the controllable range, and there is no violation of the relevant provisions of the CSRC and the articles of association. 3. 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.
4. There is no relationship between the company and other shareholders of its non wholly-owned subsidiary Digital China Group Co.Ltd(000034) Information System Co., Ltd., and other shareholders will provide counter guarantee to the company with their equity of Beijing Digital China Group Co.Ltd(000034) Information Service Co., Ltd; Digital China Group Co.Ltd(000034) Information System Co., Ltd. has general short-term solvency, and there are certain risks to guarantee it. However, the guarantee is mainly used for the company to further expand its business, which is conducive to the realization of the company's overall strategic objectives, does not damage the overall interests of the company and all shareholders, and the guarantee object is the holding subsidiary within the scope of the company's consolidated statements, and the guarantee risk is controllable.
5. There is no relationship between the company and other shareholders of its holding subsidiary Nanjing HuaSu Technology Co., Ltd. the company holds 99.91% of its equity, the other 19 legal or natural person shareholders hold 0.09% of its equity in total, and the other 19 legal or natural person shareholders do not provide corresponding guarantee according to their shareholding ratio; In combination with the company's operating conditions and asset structure, its short-term solvency is high, and the risk of this guarantee is controlled at a low level. This credit guarantee is mainly for the company to further expand its business, is conducive to the realization of the company's overall strategic objectives, does not damage the overall interests of the company and all shareholders, and the guarantee object is the holding subsidiary of the company, The guarantee risk is controllable.
6. The above guarantee risks are controllable, in line with the overall interests of the company and can create good returns for shareholders. Therefore, we agree to the expected guarantee amount of the company and its subsidiaries in 2022, and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the amount of fixed income investment and entrusted financial management in 2022
1. Agree that the company and its wholly-owned subsidiaries and holding subsidiaries use their own funds for fixed income or principal guaranteed investment and entrusted financial management on the premise of fully ensuring the company's daily operational capital demand, not affecting the company's normal production and operation and effectively controlling risks;
2. At present, the company, its wholly-owned subsidiaries and holding subsidiaries are in normal operation, with good financial status and cash flow. Using their own funds for the above investment can improve the use efficiency of their own funds, increase investment income, consolidate and enhance the competitiveness and profitability of the company, and seek more investment returns for the company and shareholders;
3. The decision-making process of this matter is legal and compliant, and the company has formulated practical and effective internal control system and other internal control measures, so that the investment risk can be effectively controlled, and the above investment matters are agreed.
4、 Independent opinions on providing financial assistance to holding subsidiaries
It is verified that the financial assistance provided by the company is carried out without affecting its normal operation. It is to meet the actual needs of the operation and development of the information system company, help to solve the required capital gap, improve the utilization efficiency of the company's overall funds, and help the information system company maintain long-term, sustainable and healthy development. The pricing of capital occupation fee is fair and does not harm the interests of all shareholders, especially minority shareholders. The transaction is necessary and reasonable, the convening procedures and decision-making procedures reviewed by the board of directors are legal and effective, and the financial risk is within the company's control. Therefore, we agree that the company and its holding subsidiaries provide financial assistance to the information system company with their own funds without affecting production and operation, and submit this proposal to the general meeting of shareholders for deliberation.
5、 Prior approval opinions on the expected daily connected transaction limit in 2022
The expected events of daily related party transactions in 2022 to be considered by the company are based on the needs of the company's business development and normal operation, and the transaction pricing follows the principles of objectivity, fairness and fairness. The development of relevant businesses is conducive to the long-term development of the company and does not damage the interests of the company and minority shareholders, There is no business dependence on related parties due to related party transactions. When the board of directors deliberates this proposal, the related directors shall withdraw from voting as required. It is agreed to submit the daily related party transactions of the company in 2022 to the board of directors for deliberation.
6、 Independent opinions on the expected daily connected transaction limit in 2022
The daily related party transactions of the company in 2021 are all transactions required for the normal operation of the company. The transactions comply with the market principles and the actual situation of the company, the requirements of the company's operation and development strategy, and the provisions of laws and regulations. The transaction pricing is fair and reasonable, in line with the company's long-term interests and development strategy, and in line with the provisions of laws and regulations; The company's explanation of the difference between the actual performance of daily related party transactions in 2021 and the expected performance is in line 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 company's production and operation, damage the interests of the company and small and medium-sized shareholders, or affect the independence of the company. The daily connected transactions expected by the company and related parties in 2022 are required by the company's normal business. It is necessary and reasonable. The pricing will be based on the market-oriented principle and the contract will be signed. The transaction pricing is fair and reasonable, in line with the company's long-term interests and development strategy requirements, and conducive to the rational utilization of resources. The above related party transactions will not lead to the company's dependence on related parties and will not affect the company's independence; During the voting of the board of directors, the related directors have avoided voting, the decision-making procedures and processes are legal and effective, and no damage to the interests of the company and minority shareholders is found; It is agreed that the company's daily related party transactions in 2022 are expected, and it is agreed to submit the proposal to the company's first extraordinary general meeting of shareholders in 2022 for deliberation.
7、 Description of the significant difference between the actual situation of daily related party transactions and the expected situation
The daily related party transactions of the company in 2021 are all transactions required for the normal operation of the company. The transactions comply with the market principles and the actual situation of the company, the requirements of the company's operation and development strategy, and the provisions of laws and regulations. The transaction pricing is fair and reasonable, in line with the company's long-term interests and development strategy, and in line with the provisions of laws and regulations; The company's explanation of the difference between the actual performance of daily related party transactions in 2021 and the expected performance is in line 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 company's production and operation, damage the interests of the company and small and medium-sized shareholders, or affect the independence of the company.
8、 Prior approval opinions on the deposit and loan business expected to be carried out by affiliated banks in 2022
The deposit and loan business carried out by the company's subsidiaries in Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank is based on the needs of the company's business development and normal operation, and the transaction pricing follows the principles of objectivity, fairness and fairness. There is no damage to the interests of the company and minority shareholders, and there is no business dependence on related parties due to related party transactions. When the board of directors considered this proposal, the existing 10 directors of the eighth board of directors of the company had no relationship with Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank, so there was no need to avoid voting. It is agreed to submit the proposal on the deposit and loan business of affiliated banks in 2022 to the board of directors of the company for deliberation.
9、 Independent opinions on the expected deposit and loan business of affiliated banks in 2022
The deposit and loan business carried out by the company's subsidiaries in Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank is based on the needs of the company's business development and normal operation. It is necessary and reasonable. It will be priced and signed according to the market-oriented principle. The transaction pricing is fair and reasonable, in line with the company's long-term interests and development strategy requirements, and conducive to the rational utilization of resources. The above related party transactions will not lead to the company's dependence on related parties and will not affect the company's independence. It is agreed that the subsidiary of the company will carry out deposit and loan business in affiliated bank Beijing Centergate Technologies (Holding) Co.Ltd(000931) in 2022.
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(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 fourth extraordinary meeting of the eighth board of directors in 2021) independent directors:
Luo Ting, Wang Yongli, LV Benfu, Huang Hui, Benjamin Zhao (Zhai bin)
December 30, 2021
