Sichuan Jiuyuan Yinhai Software Co.Ltd(002777)
Independent directors’ opinions on the 12th meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) (hereinafter referred to as “the company”), in accordance with the rules for independent directors of listed companies, No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) articles of association, Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) independent director working system and other relevant laws, regulations and rules, Based on the working attitude of seeking truth from facts, being serious and responsible, and based on the position of independent judgment, we have carefully considered the matters of the meeting and expressed independent opinions as follows:
1、 Independent opinions on the performance appraisal results of the remuneration of the management in 2021
The performance appraisal plan of the company’s management in 2021 combines the actual situation of the company’s production and operation and the requirements of the responsibilities of each post. The salary standard conforms to the current situation of the company and the industry, as well as the provisions of relevant laws, regulations and the articles of association.
Agree to the proposal on the performance appraisal of the company’s management in 2021.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The self-evaluation report of the company’s internal control in 2021 objectively reflects the real situation of the company’s internal control, and the summary of the company’s internal control is relatively comprehensive. The company’s current internal control measures have played a good role in the control of all processes and links of the company’s management, meet the requirements of relevant laws and regulations and securities regulatory authorities, and adapt to the current actual situation of the company’s production and operation.
It is agreed to submit the report to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 is a distribution plan based on the actual situation of the company, which meets the needs of the company’s sustainable development, the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange and the provisions of the articles of association, and effectively protects the interests of investors.
It is agreed to submit the report to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, there is no illegal use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The special report on the deposit and use of raised funds in 2021 prepared by the company complies with the provisions of relevant laws and regulations and truly reflects the deposit and use of raised funds in 2021.
It is agreed to submit the report to the general meeting of shareholders of the company for deliberation.
5、 Special instructions and independent opinions on the company’s funds occupied by the company’s controlling shareholders and other related parties, the company’s accumulated and current external guarantees
According to the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies
As an independent director of the company, in accordance with the Listing Rules of Shenzhen Stock Exchange and the requirements of China Securities Regulatory Commission and Shenzhen regulatory bureau, and in the attitude of being responsible to the company, all shareholders and investors, he carefully checked the capital transactions and external guarantees between the company and related parties, and expressed the following independent opinions:
1. There is no illegal occupation of the company’s funds by controlling shareholders and other related parties.
2. The company does not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals; There are no above-mentioned external guarantees that occurred in the previous period but continued to the reporting period.
3. As of the end of the reporting period, the company has no external guarantee balance.
We believe that: the company fully complies with the provisions and requirements of various laws and regulations and the articles of association in terms of external guarantee and capital transactions with related parties, and there are no violations and circumstances detrimental to the interests of the company and minority shareholders. In the future, the company shall continue to strictly abide by the decision-making procedures of external guarantee and timely perform the obligation of information disclosure of external guarantee in strict accordance with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association.
It is agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Independent opinion on the verification report on the replacement of self owned funds for advance investment projects in 2021 with raised funds. The company has prepared the special description on the replacement of self owned funds for advance investment projects in 2021 with raised funds, which has been specially audited by Lixin Certified Public Accountants (special general partnership), Issued the assurance report on Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) using the raised funds to replace the expenditure of self owned funds in advance of raised investment projects in 2021. After verification, the special instructions for replacing the project expenditure of self owned funds in 2021 with raised funds conforms to the provisions of relevant laws and regulations, and truly reflects the company’s expenditure of self owned funds in 2021.
It is agreed to submit the report to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the appointment of audit institutions in 2022
It is verified that Lixin Certified Public Accountants (special general partnership) has the qualification for securities and futures business approved by the CSRC. Lixin Certified Public Accountants (special general partnership) has been scrupulous and diligent in the previous audit work, and can follow the independent, objective and fair practice standards, Be able to carry out audit work in accordance with relevant national regulations and the requirements of Certified Public Accountants’ practice norms, independently express audit opinions, and the audit report issued for the company objectively and fairly reflects the company’s financial status and operating results, and better fulfill the responsibilities and obligations of the audit institution. It is agreed to continue to employ Lixin Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022, with an annual audit fee of 750000 yuan.
It is agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
(there is no text on this page, which is the signature page of the independent opinions of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) independent directors on relevant matters of the 12th meeting of the 5th board of directors.) independent director:
Li Guangjin, Feng Jianqin Zhiguang
March 11, 2002
