Profit Cultural & Creative Group Co.Ltd(300640) independent directors
On relevant matters of the 12th meeting of the 4th board of directors
separate opinion
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the articles of association, the working system of independent directors and other relevant provisions, as Profit Cultural & Creative Group Co.Ltd(300640) independent directors, based on the position of independent judgment, after carefully reviewing the relevant proposals and materials provided by the board of directors of the company, We hereby express the following independent opinions on the relevant matters considered at the 12th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s 2021 profit distribution plan
We believe that this profit distribution plan of the company comprehensively considers the development stage of the company and takes into account the overall interests of the company and shareholders, and complies with the relevant provisions of the company law, the circular on further implementing matters related to cash dividends of listed companies issued by China Securities Regulatory Commission, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the articles of association and so on, It is conducive to the sustainable, stable and healthy development of the company. The independent directors of the company unanimously agreed on the company’s profit distribution plan for 2021 and submitted it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the self evaluation report on internal control of the company in 2021
We believe that the company has formulated a relatively sound internal control system in accordance with the requirements of relevant laws and regulations such as the guidelines for self regulation and supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and all systems can be effectively implemented. The self evaluation report on internal control of the company in 2021 objectively and comprehensively reflects the establishment and operation of the company’s internal control system. There are no obvious weak links and major defects in the company’s internal control system.
3、 Independent opinions on the proposal on employing the company’s financial audit institution in 2022
We believe that Huaxing Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, has rich experience and professional quality in the audit of listed companies, and the audit reports issued for the company objectively and fairly reflect the company’s financial status, operating results and cash flow. The deliberation and voting procedures of the board of directors on the proposal on hiring the company’s financial audit institution in 2022 comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The independent directors of the company unanimously agreed to renew the appointment of Huaxing Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
We believe that during the reporting period, the deposit and use of the company’s raised funds complied with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there were no violations in the deposit and use of raised funds, and no damage to the interests of shareholders; The special report on the deposit and actual use of raised funds in 2021 prepared by the board of directors of the company truly, accurately and completely reflects the deposit and actual use of raised funds in 2021.
5、 Independent opinions on the proposal on cash management of wholly owned subsidiaries using some idle raised funds
No. 2 guidelines of Shenzhen Stock Exchange on the supervision and management of the use of idle funds raised by listed companies and other relevant regulatory procedures of listed companies on the stock exchange, On the basis of ensuring the normal operation and capital safety of the company, some idle raised funds are used for cash management, which does not conflict with the implementation plan of the raised investment project, affect the normal progress of the raised investment project, and do not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. The use of idle raised funds by wholly-owned subsidiaries for cash management helps to improve the efficiency of fund use and increase capital income, which is in line with the needs of the development of the company and the interests of all shareholders. Therefore, we agree that Dehong Zhihui, a wholly-owned subsidiary, will use the idle raised funds of no more than 200 million yuan for cash management, and authorize the operating management to exercise the investment decision-making power within the above service life and cumulative transaction limit.
6、 Special instructions and independent opinions on the funds occupied by the controlling shareholders and other related parties of the company and the external guarantee of the company
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and relevant provisions of the articles of association, we carefully checked the capital transactions, external guarantees and related transactions of the company’s controlling shareholders and their related parties during the reporting period. After verification, we believe that:
1. During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties, nor did it occupy the company’s funds by controlling shareholders, actual controllers and other related parties in violation of regulations that occurred in previous years but continued to the reporting period;
2. During the reporting period, on December 8, 2020, the 29th meeting of the third board of directors of the company deliberated and approved the proposal on the wholly-owned subsidiary applying for comprehensive credit line from the bank and providing guarantee by the company. The company plans to provide joint and several liability guarantee for the wholly-owned subsidiary Fujian Dehong Zhihui Information Technology Co., Ltd. applying for comprehensive credit line of no more than 55 million yuan from the bank, The guarantee period is 12 months from the date of expiration of the repayment period of the main creditor’s rights. During the reporting period, the above guarantee liability has not occurred. The company also does not provide guarantees for controlling shareholders and other related parties.
7、 Independent opinions on the proposal that the company meets the conditions for issuing shares to specific objects through summary procedures
According to the company law, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations, departmental rules and normative documents, after careful self-examination and demonstration of the actual situation and related matters of the company, we believe that the company meets the qualifications and conditions for issuing shares to specific objects through simple procedures. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on the company’s plan to issue shares to specific objects through summary procedures the company’s plan to issue shares to specific objects through summary procedures complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance registration of GEM listed companies (Trial Implementation) and other relevant laws and regulations; The company’s plan for issuing shares to specific objects covers the basic matters such as the type and par value of the shares issued this time, the issuing method and time, the issuing object and subscription method, the pricing base date, the issuing price and pricing principle, the issuing quantity, the sales restriction period, the listing place, the amount and purpose of the raised funds, the arrangement of accumulated undistributed profits, the validity period of the issuance resolution and so on. The issuance plan is comprehensive, complete, reasonably arranged and operable.
The investment direction of the raised funds conforms to the relevant national policies and the development direction of the company. The issuance plan is in line with the company’s long-term development objectives and the interests of all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on the company’s plan to issue shares to specific objects through summary procedures in 2022
With regard to the issue of shares to specific objects by summary procedure, the plan for issuing shares to specific objects by summary procedure in Profit Cultural & Creative Group Co.Ltd(300640) 2022 prepared by the company comprehensively considers the development trend of the industry, the current situation and actual situation of the company, conforms to the development strategy of the company, is conducive to further strengthening the competitiveness of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, Comply with the provisions of the company law, the securities law and other relevant laws, regulations and normative documents. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects through simple procedures in 2022
After reviewing the feasibility analysis report on the use of funds raised by issuing shares to specific objects in Profit Cultural & Creative Group Co.Ltd(300640) 2022 through simple procedures, we believe that the company issued shares to specific objects through simple procedures this time, and the use of raised funds is in line with relevant national industrial policies and the overall development direction of the company in the future, with good market prospects. After the funds raised from the issuance of shares to specific objects are in place and used, it is conducive to enhance the company’s sustainable profitability and market competitiveness and promote the sustainable and healthy development of the company’s business. Therefore, we unanimously agree on this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the proposal on the demonstration and analysis report of the company’s plan to issue shares to specific objects through summary procedures in 2022
The demonstration and analysis report of Profit Cultural & Creative Group Co.Ltd(300640) 2022 on the scheme of issuing shares to specific objects through simple procedures fully demonstrates the background and purpose of this issuance, the necessity of the selection of securities and their varieties, the suitability of the selection scope, quantity and standard of this issuance objects, the rationality of the pricing principle, basis, method and procedure of this issuance, the feasibility of this issuance method, the fairness of this issuance scheme Rationality, the impact of this offering on the dilution of the original shareholders’ equity or immediate return, and the specific measures to fill. The demonstration and analysis are practical and detailed, which is in line with the actual situation of the company. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the proposal on risk tips and filling measures and commitments of relevant subjects for the company to issue shares to specific objects in 2022 through simple procedures to dilute the immediate return
The company analyzed the impact on the company’s financial indicators of the diluted immediate return of shares issued to specific objects in a simple procedure and put forward specific measures to fill in the return. The risk tips, measures to fill in the return and commitments issued by relevant subjects of the diluted immediate return of shares issued to specific objects in a simple procedure are in line with the provisions of relevant laws, regulations and normative documents and in the interests of all shareholders, There is no situation that damages the interests of the company and small and medium-sized investors. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Independent opinions on the proposal on the special report on the use of the company’s previously raised funds
After reviewing the special report on the use of Profit Cultural & Creative Group Co.Ltd(300640) previous raised funds, we believe that the company strictly abides by the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the storage and use of raised funds, the disclosed information on the use of raised funds is true, accurate and complete, and there are no violations in the storage and use of raised funds. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the proposal on the company’s shareholder return plan for the next three years (20222024)
After reviewing the shareholder return plan for Profit Cultural & Creative Group Co.Ltd(300640) the next three years (20222024), we believe that the shareholder return plan complies with the notice on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2022] No. 3) and the articles of association of the company issued by the CSRC, Further clarify the company’s reasonable return on investment to shareholders and enhance the transparency and operability of profit distribution decisions, which is conducive to safeguarding the shareholders’ rights enjoyed by the company’s shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 Independent opinions on the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the specific matters of issuing shares to specific objects through summary procedures
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the specific matters of issuing shares to specific objects through summary procedures. The authorization content is within the scope of powers of the general meeting of shareholders. The relevant authorization arrangements are conducive to promoting the implementation of issuing shares to specific objects through summary procedures, which is in line with the interests of the company and shareholders. Therefore, we unanimously agree on the matter and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
This independent opinion!
(this page is the signature page of Profit Cultural & Creative Group Co.Ltd(300640) independent directors’ independent opinions on matters related to the 12th meeting of the 4th board of directors, with no text) independent directors:
Signature: Signature:
Name: Lin Jing Name: Luo Nianbei
Signature: Signature:
Name: Wu Feimei Name: LAN Shaoqing
Signed on: March 18, 2022
