Jiangsu Yitong High-Tech Co.Ltd(300211) independent director
Independent opinions on matters related to the 31st meeting of the seventh board of directors
In accordance with the requirements of the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the articles of association and other relevant provisions of the CSRC, As an independent director of Jiangsu Yitong High-Tech Co.Ltd(300211) (hereinafter referred to as "the company"), based on the position of independent judgment, we hereby express the following independent opinions on the relevant matters considered at the 31st meeting of the seventh board of directors held by the company: I. independent opinions on the company's 2021 annual profit distribution plan
Audited by Zhonghua Certified Public Accountants (special general partnership) in 2021, the net profit attributable to the shareholders of the company in 2021 was 2846328151 yuan. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve of 284876890 yuan is withdrawn according to 10% of the company's net profit in 2021. As of December 31, 2021, the company's profit available for distribution to shareholders was 11904709982 yuan, and the balance of the company's capital reserve at the end of the year was 3995472878 yuan.
According to the relevant provisions of the company law and the articles of association, the board of directors of the company has studied and decided that the profit distribution plan for 2021 is as follows: Taking the total share capital of the company as 302675973 shares by December 31, 2021 as the base, the company will distribute cash dividends of RMB 0.14 (tax included) for every 10 shares to all shareholders, and a total of RMB 423746362 (tax included) will be distributed, The remaining undistributed profits shall be carried forward to the next year without bonus shares and capital reserve shall not be converted into share capital.
We agree that the company's profit distribution plan for 2021 complies with the principle of positive, continuous and stable profit distribution stipulated in the articles of Association; In line with the actual business situation and long-term development planning needs of the company this year. It does not violate the relevant provisions of the company law and the articles of association, does not damage the interests of the company's shareholders, especially the minority shareholders, and is also conducive to the normal operation and healthy development of the company.
All of our independent directors unanimously agreed to the proposal of the 2021 annual profit distribution plan proposed by the board of directors of the company and agreed to submit it to the 2021 annual general meeting of shareholders for deliberation. 2、 Independent opinions on the company's renewal of the 2022 financial audit institution
Nominated by the audit committee of the board of directors of the company and approved by all independent directors in advance, the board of Directors proposes to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022 for one year. The audit fee in 2022 is proposed to be Shanghai Pudong Development Bank Co.Ltd(600000) yuan according to the existing business conditions and audit scope of the company, The board of directors shall request the general meeting of shareholders to authorize the management of the company to negotiate with Zhonghua certified public accountants to determine the relevant expenses according to the subsequent specific audit requirements and audit scope and with reference to the market price. After verification, Zhonghua Certified Public Accountants (special general partnership) was able to conduct independent audit with a fair and objective attitude in its role as the company's audit institution in 2021, and well fulfilled the responsibilities and obligations agreed by both parties. The audit opinion issued by the firm for the company can objectively and truly reflect the financial status and operating results of the company. Zhonghua Certified Public Accountants (special general partnership) has relevant qualifications to engage in the audit business of listed companies, and has shown good faith and professional ethics during providing audit services for the company. All our independent directors unanimously agreed that the company would continue to employ Zhonghua Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agreed to submit it to the company's 2021 annual general meeting for deliberation. 3、 Independent opinions on the company's self evaluation report on internal control in 2021
After review, in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange and in combination with the enterprise's own situation, the self-evaluation report on internal control in 2021 prepared by the board of directors of the company comprehensively, objectively and truly reflects the real situation of the company's internal control, and there are no false records, misleading statements or major omissions.
The company's internal control system meets the requirements of relevant laws, regulations and regulatory authorities, and meets the development needs of the company's operation and management at this stage. During the reporting period, the company established a relatively reasonable and perfect internal control system, mainly focusing on the internal environment, risk assessment, control activities, information and communication, internal supervision and other five factors. All systems and business processes can be effectively implemented in all business links, and there are no major defects in integrity, rationality and effectiveness, It ensures the standardized operation of the company's business activities and operational risk control. The company has been committed to improving the internal control system. At the same time, it actively pays attention to the latest requirements on internal control issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, timely modifies relevant systems, and implements effective implementation in all operation links of the company. 4、 Independent opinions on the remuneration plan of the board of directors in 2022
After verification, the independent directors believe that the 2021 annual remuneration plan proposed by the company is in line with the relevant provisions of the company law and the articles of association, the current regional and industrial remuneration level of the company, and the performance evaluation of directors' remuneration is basically consistent with the current actual business indicators of the company, It is conducive to promoting senior managers to improve work efficiency and business efficiency, and is conducive to the sustainable and healthy development of the company.
We unanimously agree with the opinions of the board of directors on the remuneration of directors in 2022 and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. 5、 Independent opinions on the 2022 salary plan of the company's senior managers
The remuneration plan for senior managers proposed by the company for 2022 complies with the provisions of the company law and the articles of association, the remuneration level of the region and industry where the company is located, and the working post, professional level, work in charge and the assessment of the remuneration of senior managers are consistent with the actual business indicators of the company, which is conducive to further promoting the diligence and responsibility of senior managers of the company, Promote the company to improve work efficiency and operating efficiency, and there is no situation that damages the interests of the company and shareholders. We unanimously agree with the opinions of the board of directors of the company on the remuneration of senior managers in 2022.
It is hereby announced!
[there is no text on this page, which is the signature page of Jiangsu Yitong High-Tech Co.Ltd(300211) independent directors' independent opinions on relevant matters of the 31st meeting of the seventh board of directors] signature of independent directors:
Wang Xiaochuan Jinling Zhang
Liu Xiangming, Wu Minyan
Jiangsu Yitong High-Tech Co.Ltd(300211) March 11, 2022
