Jiangsu Transimage Technology Co.Ltd(002866)
Independent directors’ comments on the 12th meeting of the third board of directors
Independent opinions on relevant matters
Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as ” Jiangsu Transimage Technology Co.Ltd(002866) ” or “the company”) held the 12th meeting of the third board of directors on March 17, 2022. In accordance with the company law, the securities law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and rules, as an independent director, based on independent judgment, I hereby express independent opinions on the following matters as follows:
1、 Independent opinions on 2021 profit distribution plan
After review, we believe that the profit distribution plan for 2021 proposed by the board of directors of the company complies with the provisions of relevant laws and regulations, comprehensively considers the business characteristics of the industry and the company, as well as the future development of the company and the reasonable return demand of shareholders, which is conducive to safeguarding the interests of the company and all shareholders. Therefore, we agree to this plan. And submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, we believe that the special report on the storage and use of raised funds in 2021 issued by the company complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, the relevant provisions of the company’s special management system of raised funds, and there is no illegal storage and use of raised funds. The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and the company has earnestly fulfilled its obligation of information disclosure. Therefore, we agree to adopt this report and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the self-evaluation report of internal control in 2021
At present, the company has established a relatively sound and perfect internal control system. All internal control systems of the company comply with the requirements of relevant laws and regulations of China and regulatory authorities’ normative documents on the governance of listed companies. During the reporting period, there were no major defects in the integrity and rationality of all internal control mechanisms and internal control systems of the company. The implementation of internal control system was effective and the operation of the company was standardized and healthy. We believe that the self-evaluation report on internal control in 2021 truly and objectively reflects the establishment, improvement and operation of the company’s internal control system. Therefore, we agree to submit it to the 2021 annual general meeting of shareholders for deliberation.
4、 Independent opinion on the renewal of the company’s audit institution in 2022
Rongcheng Certified Public Accountants (special general partnership) has the qualification to engage in securities business and rich experience and professional quality in the audit of listed companies. In the process of cooperation with the company in the past, it has provided high-quality audit services for the company and played a positive and constructive role in standardizing the financial operation of the company. During his tenure as the company’s audit institution, he followed the independent auditing standards for Chinese certified public accountants, diligently and dutifully, and fairly and reasonably expressed independent audit opinions. In order to ensure the smooth progress of the company’s audit work, we agree that the company will continue to employ Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year. It is agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on using idle raised funds and idle self owned funds for cash management
After carefully reviewing the relevant materials on the use of some idle raised funds and self owned funds for cash management at this meeting, we believe that the company’s decision-making procedures for using idle raised funds and self owned funds for cash management this time comply with the relevant provisions of the articles of association, the stock listing rules of Shenzhen stock exchange and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, On the premise of ensuring normal operation and ensuring fund safety, the company uses idle raised funds and its own funds for cash management, which can effectively improve the use efficiency of idle raised funds and its own funds under the premise of controllable risk, increase the company’s investment income, and will not adversely affect the company’s normal production and operation, the construction of investment projects with raised funds and the use of raised funds, There is no case of changing the purpose of the raised funds in a disguised form or damaging the interests of the company and all shareholders, especially minority shareholders. The decision-making and approval procedures of this matter comply with relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association. Therefore, we agree that the company will use no more than 200 million yuan of idle raised funds and 1.2 billion yuan of idle self owned funds for cash management, and submit them to the general meeting of shareholders for deliberation.
6、 Independent opinions on the company’s foreign exchange hedging business
After review, we believe that the company’s foreign exchange hedging business is not for the purpose of profit, but to avoid and prevent exchange rate risks and reduce the impact of exchange rate fluctuations on the company. There is no situation damaging the interests of the company and all shareholders. The scale of the company’s foreign exchange hedging business is reasonable, the relevant review procedures comply with laws and regulations, and the internal control and risk management system is perfect, We agree that the company and its subsidiaries shall choose the opportunity to carry out foreign exchange hedging business with a scale of no more than US $500 million (or equivalent in other foreign currencies), which shall be valid for 12 months from the date of deliberation and approval of the company’s 2021 annual general meeting. Within the above period and amount, the funds can be used in a rolling manner, and agree that the board of directors of the company will submit this proposal to the 2021 annual general meeting for deliberation.
7、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
As an independent director of the company, we have carefully inspected and inquired about the occupation of the company’s funds and external guarantees by the company’s controlling shareholders, actual controllers and other related parties in accordance with the guiding principles for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC and other relevant provisions, with an attitude of being responsible to the company, all shareholders and investors and in accordance with the principle of seeking truth from facts, After careful verification of the company, the company issued the following special instructions and independent opinions: during the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers, other related parties holding less than 50% of the company, any unincorporated organizations and individuals; The company and its subsidiaries do not occupy the company’s funds in violation of regulations or in disguised form by controlling shareholders and other related parties.
(there is no text on this page, which is the signature page of Jiangsu Transimage Technology Co.Ltd(002866) “independent opinions of independent directors on matters related to the 12th meeting of the third board of directors of the company”, without text)
Jiang Lei, Yu Xinping, Liang Guozheng
March 18, 2022
