Cloud Live Technology Group Co.Ltd(002306) independent director
On matters related to the second meeting of the Fifth Board of directors in 2022
separate opinion
As an independent director of Cloud Live Technology Group Co.Ltd(002306) (hereinafter referred to as the "company"), we have carefully considered the relevant proposals submitted to the second meeting of the Fifth Board of directors in 2022 in accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the company's independent director system and other relevant provisions, And based on the independent judgment position, express the following independent opinions on the following matters of the company:
1、 Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties
In accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, the notice on regulating the external guarantees of listed companies (Zheng Jian Fa [2005] No. 120) and the relevant provisions of the articles of association, as independent directors of the company, we are cautious and responsible, After careful verification of the company's capital transactions and external guarantees with related parties as of December 31, 2021, the independent opinions are as follows:
1. Occupation of funds by controlling shareholders and other related parties
After careful verification, as of December 31, 2021, the company has not occupied the non operating funds of the controlling shareholders and other related parties, nor has the listed company provided guarantees for the controlling shareholders and their related parties.
2. During the reporting period, the company has no external guarantee.
2、 Independent opinions on profit distribution in 2021
According to the provisions on profit distribution policy in Article 155 of the articles of association and in combination with the actual situation of the company, the company plans not to distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021. We believe that this matter is in line with the actual situation of the company, the relevant provisions of the company law and the articles of association, and the relevant review procedures are in line with the provisions of relevant laws and regulations. Therefore, the company agrees to submit this proposal to the 2021 annual general meeting for deliberation.
3、 Independent opinion on self evaluation report on internal control in 2021
After verification, the company has established a relatively sound internal control system, which has played an effective management and control role in all key links of the company's operation and management, as well as fund-raising management, related party transactions, foreign investment, information disclosure and subsidiary management. The internal control mechanism is complete, reasonable and effective, and various systems can be effectively implemented to ensure the standardized operation of the company.
In conclusion, we agree with the relevant statements in the 2021 internal control self evaluation report.
4、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
According to the audit of the directors and senior management of the company, the payment of remuneration in 2021 is in line with the relevant provisions of the company.
We agree to this proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors: Chen yeqiu, Deng Qing, Li Zhen
March 17, 2022
