Rainbow Digital Commercial Co.Ltd(002419)
Independent opinions of independent directors on relevant matters
In accordance with the rules for independent directors of listed companies, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange, the Rainbow Digital Commercial Co.Ltd(002419) articles of Association (hereinafter referred to as the “articles of association”) and the working system of independent directors, As an independent director of Rainbow Digital Commercial Co.Ltd(002419) (hereinafter referred to as “the company”), we have carefully reviewed the relevant documents of the company and, based on our independent judgment, expressed the following opinions on the matters considered at the 41st meeting of the Fifth Board of directors of the company:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
(I) funds occupied by controlling shareholders and other related parties of the company
1. The company has established a relatively sound internal control system to prevent the occupation of funds by major shareholders and other related parties, and established a “freeze upon occupation” mechanism, which can effectively prevent major shareholders and other related parties from occupying the company’s funds and infringing on the interests of the company, and safeguard the interests of small and medium-sized shareholders.
2. During the reporting period, the capital transactions between the company and the controlling shareholder and other related parties are all operating capital transactions. There is no non operating capital transaction between the company and the controlling shareholder and other related parties, and there is no situation that the controlling shareholder and other related parties occupy the company’s funds or occupy the funds in disguised form in other ways.
3. The capital transactions between the company and its controlling shareholders and other related parties have been subject to relevant approval procedures in accordance with laws and regulations, and the information disclosure meets the normative requirements. There are no capital transactions and capital occupation that should be disclosed but not disclosed.
(II) external guarantee of the company
1. The company does not provide guarantee for controlling shareholders and their related parties, nor does it provide guarantee in violation of regulations.
2. As of December 31, 2021, the company’s external guarantee balance (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) was 1765088700 yuan, accounting for 42.95% of the company’s audited net assets as of December 31, 2021; The company’s external guarantee balance (including the guarantee provided for subsidiaries within the scope of consolidated statements) is RMB 2053128400, accounting for 49.96% of the company’s audited net assets on December 31, 2021. After verification, the external guarantee disclosed in the 2021 annual report of the company is consistent with the actual situation.
3. When implementing the above guarantees, the company has strictly performed the decision-making procedures and information disclosure obligations of external guarantees in strict accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the information disclosure is accurate and complete, and the guarantee risks have been fully revealed. The company has no illegal external guarantees and can strictly control the risks of external guarantees. There is no obvious sign that the company may bear joint and several liability for external guarantees. There is no violation of the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies of the CSRC.
2、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
The related party transactions of the company in 2021 followed the principles of objectivity, impartiality and fairness, strictly implemented the provisions of the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant documents, performed the corresponding legal procedures, and did not harm the interests of the company and other non related party shareholders.
The daily related party transactions between the company and related parties in 2022 are required by the company’s daily business activities and will not have a significant impact on the company’s financial status and operating results. The company’s main business will not rely on related parties due to related party transactions. The price of related party transactions of the company shall be determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors; During the voting process of the board of directors, related directors avoided voting, and other non related directors deliberated and adopted the proposal, and the voting procedure was legal and effective.
We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the continuous risk assessment report of deposits related to AVIC Finance Co., Ltd
After review, no major defects were found in the risk management of AVIC Finance Co., Ltd. (hereinafter referred to as “AVIC finance”) and no risk problems were found in the related deposits and other financial services between the company and AVIC finance.
As a non bank financial institution, AVIC finance department’s business scope, business content and process, internal risk control system and other measures are strictly supervised by the CBRC. The financial service business carried out by AVIC finance department to the company is normal commercial service. The related deposit business between the company and AVIC finance department is fair and reasonable, and there is no damage to the rights and interests of the company and minority shareholders. We agree to the motion.
4、 Independent opinions on the company’s profit distribution plan in 2021
The company’s 2021 profit distribution plan conforms to the actual situation of the company, is conducive to the sustainable and healthy development of the company, and does not damage the interests of the company and shareholders. We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company has established a relatively perfect internal control system and can be effectively implemented. The company’s internal control mechanism is basically complete, reasonable and effective. All production and operation activities and corporate governance activities of the company are operated in strict accordance with relevant internal control systems and norms, effectively controlling various internal and external risks. The company’s internal control evaluation report truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system. We agree to the motion.
6、 Independent opinions on the remuneration of the chairman of the company in 2021
The remuneration of the chairman of the company in 2021 is determined according to the operating results of the company in 2021, combined with the relevant regulations of the company and after the assessment of personal daily work, which is in line with the relevant systems and the actual situation of the company. We agree to the motion.
7、 Independent opinions on the remuneration of senior executives of the company in 2021
The salary of the company’s senior executives in 2021 is determined according to the provisions of the company’s management measures for the salary and assessment of senior executives, combined with the company’s business situation and the assessment of personal daily work, which is in line with the relevant systems and the actual situation of the company. We agree to the motion.
Independent directors: Chen Shaohua, Liang Guangcai, Fu Xilin March 10, 2002
