Hengdian Entertainment Co.Ltd(603103) independent directors
Independent opinions on matters related to the fourth meeting of the third board of directors
In accordance with the company law, the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange (revised in 2022) and other relevant laws, regulations, normative documents and the articles of association, as independent directors of Hengdian Entertainment Co.Ltd(603103) (hereinafter referred to as “the company”), we, in line with the attitude of being responsible to the company and shareholders and the principle of seeking truth from facts, Carefully reviewed the relevant matters of the fourth meeting of the third board of directors of the company, and made the following independent opinions based on independent judgment:
1、 Independent opinions on the company’s 2021 profit distribution plan
We believe that the plan for no profit distribution in 2021 proposed by the board of directors of the company is based on the consideration of the stable operation and capital needs of the company, in order to ensure the sustainable development of the company and the long-term interests of all shareholders, and in line with relevant laws and regulations, the articles of association and the shareholder return plan for the next three years (20192021). We approve the company’s plan of no profit distribution in 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the renewal of Lixin Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022
In the process of providing audit services for the company for many years, the auditors of Lixin Certified Public Accountants (special general partnership) strictly abide by the code of professional ethics, work seriously and rigorously, and have high comprehensive quality. The reports issued can objectively and truly reflect the company’s financial situation and operating results. The company has a good long-term cooperative relationship with it. We believe that it is in the interests of the company and its shareholders to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the internal control evaluation report of the company in 2021
After verification, we believe that the company has established a relatively perfect internal control system and has been effectively implemented. The self-evaluation report of the board of directors on the company’s internal control comprehensively, truly and accurately reflects the actual situation of the company’s internal control, and the content is complete. Agree with the evaluation report of the board of directors on the company’s internal control.
4、 Independent opinions on the company’s expected daily related party transactions in 2022
According to the proposal on the company’s estimated daily related party transactions in 2022, the company is expected to have no significant change or deviation in the transaction price in 2022, implement the market pricing principle, and the pricing is reasonable. There is no case of manipulating the company’s profits through related party transactions, or damaging the interests of the company and other shareholders. When the board of directors of the company considered the related party transactions, the related directors avoided voting, and we have no objection to this proposal.
5、 Independent opinions on cash management of the company’s own idle funds
After review, we believe that the company is in good operation, stable financial condition and abundant self owned funds. On the premise of ensuring the normal operation capital demand and capital safety of the company, using its own funds of no more than 1.5 billion yuan to purchase financial products is conducive to improving the use efficiency of the company’s own funds and increasing the company’s capital income before controlling risks, It will not adversely affect the company’s business activities and is in line with the interests of the company. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making procedure for this matter is legal and compliant. Agree to use its own funds for cash management and submit it to the general meeting of shareholders for deliberation.
6、 With regard to the independent opinions on the company’s shareholder return planning for the next three years (20222024), we believe that the formulation of the company’s shareholder return planning for the next three years (20222024) complies with the provisions of current relevant laws, regulations and normative documents, the dividend policy is continuous, stable, objective and reasonable, and has established a continuous, stable and positive dividend policy for the company, It enhances the transparency and operability of cash dividends, helps to protect the legitimate rights and interests of investors, attaches great importance to the reasonable investment return of shareholders while maintaining its own sustainable and steady development, and can realize the reasonable investment return to investors and take into account the sustainable development of the company. We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the remuneration or allowances of the directors of the company in 2022
In view of the remuneration of the directors of the same industry and Dongyang local listed companies, we believe that the remuneration or allowance of the directors of the company in 2022 is formulated in combination with the actual operation of the company and the development level of the industry and region, which is reasonable and conducive to mobilizing the work enthusiasm of the directors of the company and the long-term development of the company. We agree to submit the remuneration plan of directors to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the remuneration or allowances of the company’s senior managers in 2022
In view of the salary situation of senior managers in the same industry and Dongyang local listed companies, we believe that the company’s salary or allowance for senior managers in 2022 is formulated in combination with the actual operation situation of the company and the development level of the industry and region, which is reasonable and conducive to mobilizing the work enthusiasm of senior managers and the long-term development of the company. We agree to the plan.
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