Independent directors’ opinions on the ninth meeting of the second board of directors of the company
Independent opinions on relevant matters
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the Zhang Xiaoquan Inc(301055) articles of Association (“articles of association”) and other relevant rules and regulations, As an independent director of Zhang Xiaoquan Inc(301055) (hereinafter referred to as “the company”), based on the principle of prudence and independent judgment, we hereby express our opinions on the relevant matters of the ninth meeting of the second board of directors of the company as follows:
1、 Independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
After careful understanding and verification of the funds occupied and external guarantees by the controlling shareholders and related parties during the reporting period, we believe that:
1. During the reporting period, there was no abnormal occupation of the company’s funds by controlling shareholders and other related parties, and there was no disguised occupation of the company’s funds in other ways.
2. During the reporting period, the company was able to strictly abide by the relevant laws and regulations of the CSRC, prudently deal with matters related to external guarantee, timely disclose information, fully reveal and effectively control the risk of external guarantee. The guarantee provided by the company for its subsidiaries is to meet the needs of the company’s actual production and operation, and there is no damage to the interests of the company’s shareholders. The guarantee decision shall be approved by the board of directors and the general meeting of shareholders, and the guarantee decision-making procedure shall comply with the provisions of relevant laws and regulations.
During the reporting period, the company’s actual total external guarantee was 4 million yuan, of which the company’s guarantee to its subsidiaries was 4 million yuan. The total amount of actual guarantee accounts for 0.55% of the company’s net assets in the 2021 consolidated statement. The company does not provide guarantee for any unincorporated unit or individual, nor does the controlling shareholder and other related parties force the company to provide guarantee.
2、 Independent opinions on 2021 profit distribution plan
The 2021 profit distribution plan of the company complies with the company law, the articles of association and the relevant provisions of the CSRC. On the premise of ensuring the normal operation and long-term development of the company, it fully considers the reasonable investment return to the majority of investors, which is conducive to the normal operation and healthy development of the company and does not harm the interests of investors.
Therefore, we unanimously agree to submit the proposal on profit distribution plan for 2021 to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 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 CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds; The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. 4、 Independent opinion on self-evaluation report of internal control in 2021
After carefully reviewing the contents of the self-evaluation report on internal control in 2021, communicating with the company’s management and relevant departments and consulting the company’s management system, we believe that the company has established a relatively perfect internal control system and can be effectively implemented, which can meet the needs of the company’s operation and management and ensure the orderly development of the company’s business activities, Ensure the full implementation of the company’s development strategy and business objectives. The self evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinions on the prediction of daily connected transactions in 2022
The daily related party transactions actually occurred in 2021 and 2022 are expected to be necessary for the daily operation of the company and belong to normal commercial transactions. The transaction price is based on the fair market price and determined by both parties through negotiation, without harming the interests of the company and shareholders. During the voting process of the board of directors, the related directors avoided voting, and the procedure was legal and effective, in line with the provisions of relevant laws and regulations and the articles of association.
Therefore, we unanimously agree on the daily related party transactions expected by the company in 2022 and agree to submit the proposal on the daily related party transactions expected in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the prediction of guarantee amount in 2022
The company intends to provide guarantee for its subsidiaries, which will help to meet the capital needs of its business development and is in line with the long-term interests of the company. The contents and decision-making procedures of the above guarantee matters of the company comply with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and the articles of association, and there is no situation that damages the interests of the company and shareholders. 7、 Independent opinions on the entrusted financial management plan in 2022
On the premise of complying with national laws and regulations, ensuring the safety of purchase funds and ensuring that it does not affect the normal production and operation of the company, the company uses its own funds temporarily idle for entrusted financial management, which is conducive to improving the use efficiency of its own funds and increasing the capital income of the company, which is in line with the interests of the company and shareholders. Therefore, we agree to the company’s plan of entrusted financial management in 2022.
8、 Independent opinion on the renewal of the company’s audit institution in 2022
Tianjian Certified Public Accountants (special general partnership) has the qualification to engage in Securities and other related audit, and has the experience and ability to provide audit services for listed companies. Since serving as the company’s audit institution, it has been able to follow independent, objective and fair professional standards, and the audit report issued can objectively and truly reflect the company’s financial status and operating results, The relevant audit work has been completed well, and the renewal of employment is conducive to ensuring the continuity of the company’s audit business.
Therefore, we unanimously agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
9、 Independent opinions on confirming the remuneration of directors and senior executives
The remuneration and assessment committee of the board of directors of the company has assessed the performance, integrity responsibility and diligence of the directors and senior executives of the company in accordance with relevant system regulations and performance evaluation standards. The assessment process and determination of remuneration are combined with the operation of the company, with reference to the remuneration level of directors and senior executives of enterprises in the same industry, and also take into account the integrity responsibility of directors and senior executives The moral evaluation of diligence reflects the incentive and restraint effect on directors and senior executives, which is conducive to the long-term development of the company.
After careful review, we believe that the company confirms that the remuneration of directors and senior executives is formulated according to the industry and scale of the company and in combination with the actual operation of the company, which is conducive to strengthening the diligence of directors, improving work efficiency and operating efficiency, and the sustainable, stable and healthy development of the company.
The decision-making procedures comply with the provisions of the company law, the articles of association and other relevant laws and regulations. There is no behavior that damages the interests of minority shareholders of the company.
Therefore, we unanimously agree on the adjustment of directors’ remuneration and agree to submit the proposal on confirming the remuneration of directors and senior executives to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on confirming the allowance of independent directors
The allowance standard for independent directors confirmed by the company this time is formulated in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions of the CSRC, in combination with the industry and regional economic development level of the company and the actual operation of the company, which is conducive to mobilizing the work enthusiasm of independent directors, strengthening the awareness of diligence and responsibility of independent directors and promoting the standardized operation of the company, The decision-making procedure complies with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and investors.
Therefore, we unanimously agree on the matters related to the company’s recognition of independent director’s allowance this time, and agree to submit the proposal on the recognition of independent director’s allowance to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors: Chen Yinghua, Li Yuanxu, Yu Jingxuan March 15, 2022
