Independent opinions of independent directors on annual report and other matters
In accordance with the rules for independent directors of listed companies, the guidelines for self regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the company’s working system for independent directors and other relevant laws, regulations and rules, we, as independent directors of Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) (hereinafter referred to as “the company”), based on the principle of prudence and independent judgment, We hereby express our opinions on the company’s 2021 annual report and other matters considered by the board of directors as follows:
1、 Independent opinions of independent directors on matters related to the annual report
(I) independent opinions on the company’s profit distribution in 2021
The profit distribution plan for 2021 proposed by the board of directors of the company matches the growth of the company, conforms to the articles of association, dividend management system and other relevant regulations, conforms to the actual situation of the company, is conducive to the sustainable and stable development of the company, and is also in line with the interests of the shareholders of the company. There is no damage to the interests of the shareholders of the company, especially the minority shareholders. Therefore, we agree to the company’s profit distribution plan and agree to submit it to the company’s annual general meeting for deliberation.
(II) independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2022. The remuneration assessment of directors, supervisors and senior managers of the company in 2022 is in line with the remuneration level of the company’s industry and region and the actual operation of the company.
The remuneration of directors, supervisors and senior managers of the company shall be formulated and implemented in strict accordance with relevant regulations and the articles of association. The decision-making procedures and determination basis of annual remuneration shall comply with relevant laws and regulations and the articles of association.
(III) independent opinions on the self-evaluation report of the company’s internal control in 2021
During the reporting period, the company continued to improve its internal control process and internal control system, which met the requirements of relevant national laws, regulations and regulatory authorities and the actual situation of the company. The company’s key activities can strictly and standardized implement various internal control systems of the company, and the internal control over subsidiary control, related party transactions and information disclosure meets the requirements of national laws and regulations and the rules and regulations of securities regulatory authorities, ensuring the normal operation of the company. All important internal control activities carried out by the company meet the requirements of the internal and external situation of the company and have achieved good results. The company’s internal control system is complete, reasonable and effective, and no major defects or important defects in the company’s financial report or non-financial report were found during the reporting period.
The company’s self-evaluation report on internal control in 2021 objectively reflects the real situation and existing problems of internal control. The rectification plan is clear and has strong operability.
(IV) special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties
It is verified that during the reporting period, the capital transactions between the company and related parties were daily operations, and the transaction amount fulfilled the corresponding review and disclosure procedures. The company’s controlling shareholders and other related parties do not occupy the company’s funds, nor do they occupy funds by illegal related parties that occurred in previous years and accumulated to December 31, 2021.
(V) special instructions and independent opinions on the company’s external guarantee in 2021
In accordance with the relevant provisions and requirements of the company law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, as an independent director, we have carefully understood and verified the accumulated and current external guarantees of the company with an attitude of being responsible to the company, all shareholders and investors, Relevant information and independent opinions are as follows:
1. Consideration of external guarantee amount
(1) On March 29, 2021, the 10th meeting of the 5th board of directors of the company deliberated and adopted the proposal on providing guarantee amount for subsidiaries in 2021:
No. guarantee amount used by guarantee object (RMB: 10000 yuan) guarantee period
1 Shenzhen jinhuawei Digital Technology Co., Ltd. 2100002
2 Shanghai Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Information Technology Co., Ltd. 1000 2
3 Wayne bate Technology Co., Ltd. 8000 2 years
4 Shenzhen baobaotuan Information Technology Co., Ltd. 500 2 years
5 Guangzhou Yijie Digital Technology Co., Ltd. 1000 2 years
6 Guangzhou Yixing Information Technology Co., Ltd. 500 2 years
7 Hefei Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Information Technology Co., Ltd. 7000 2 years
8 Anhui dike Shujin Technology Co., Ltd. 3000 2 years
9 Guangzhou Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Information Technology Co., Ltd. 500 2 years
10 Beijing Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Information Technology Co., Ltd. 1000 2 years
11 Beijing Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Network Technology Co., Ltd. 500 2 years
12 Beijing dike Yunqi Technology Co., Ltd. 500 2 years
Total 233500
(2) On January 2, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved that Hefei Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Information Technology Co., Ltd. plans to mortgage Hefei R & D base and provide a guarantee for Hefei Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) phase II infrastructure loan of no more than 300 million yuan, with a guarantee period of no more than 10 years. By December 31, 2021, the used amount is 32.08 million yuan.
(3) On April 27, 2021, the 2020 annual general meeting of shareholders of the company reviewed and approved that Shenzhen wanhetianuo Industrial Operation Management Co., Ltd. plans to mortgage Shenzhen R & D base with a guarantee amount of 120 million yuan, a guarantee period of 15 years, and a used amount of 0 yuan as of December 31, 2021.
The total amount of guarantee is 2755 million yuan, and the above guarantee amount has been deliberated and approved by the general meeting of shareholders of the company.
2. External guarantee balance
As of December 31, 2021, the company’s actual guarantee balance for Hefei Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) is 102.08 million yuan; The actual guarantee balance of Shenzhen jinhuawei Digital Technology Co., Ltd. is 126204 million yuan; The actual guarantee balance for Shanghai Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Information Technology Co., Ltd. is 10 million yuan; The actual guarantee balance for venbet Technology Co., Ltd. is 50 million yuan, the actual guarantee balance for Shenzhen baobaotuan Information Technology Co., Ltd. is 5 million yuan, the actual guarantee balance for Guangzhou Yijie Digital Technology Co., Ltd. is 10 million yuan, the actual guarantee balance for Guangzhou Yixing Information Technology Co., Ltd. is 5 million yuan, and the actual guarantee balance for Anhui dike Digital Technology Co., Ltd. is 10 million yuan, The actual guarantee balance of Guangzhou Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Information Technology Co., Ltd. is 5 million yuan, and the total guarantee balance is 145912 million yuan, which are all guarantees provided by the company for wholly-owned subsidiaries and holding subsidiaries. As of December 31, 2021, the company’s external guarantee balance (excluding the guarantee provided for the subsidiaries within the scope of the consolidated statements) was 0 million yuan, accounting for 0.00% of the company’s latest audited net assets. The actual guarantee balance of the company’s external guarantee balance (including the guarantee provided for the subsidiaries within the scope of the consolidated statements) was 145912 million yuan, accounting for 44.13% of the company’s latest audited net assets, No overdue guarantee amount.
The company strictly abides by the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the external guarantee management system (September 2020) The guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the articles of association stipulate that external guarantees, including the approval procedures and information disclosure procedures for subsidiary guarantees, carefully check the subject qualification, credit status and financial status of the guaranteed, objectively evaluate and fully reveal the risks of external guarantees, As of the end of the reporting period, there is no indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt.
(VI) independent opinions on the provision for asset impairment in 2021
The company’s provision for asset impairment this time has sufficient basis and is in line with the actual situation of listed companies. After the provision for asset impairment this time, it can truly and fairly reflect the company’s asset operation and financial status, make the company’s accounting information more authentic, reliable and reasonable, and meet the overall interests of the company and all shareholders. It is agreed that the company will withdraw the provision for asset impairment this time.
2、 Independent opinions on other relevant matters
(I) independent opinions on the company’s re employment of the audit institution in 2022
The reappointment of the audit institution in 2021 has been approved by all independent directors in advance.
Dahua Certified Public Accountants (special general partnership) has the practice certificate of certified public accountants and the business license related to securities and futures, has the experience and ability to provide audit services for listed companies, can provide fair and fair audit services for the company, meet the requirements of the company’s audit work in 2022, and does not damage the interests of the company and all shareholders. The review procedures for the renewal of Dahua Certified Public Accountants (special general partnership) comply with the provisions of relevant laws, regulations and the articles of association. We agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, request the general meeting of shareholders to authorize the board of directors to negotiate with Dahua Certified Public Accountants (special general partnership) to determine the relevant audit fees according to the specific audit requirements and audit scope in 2022, and agree to submit the proposal to the annual general meeting of shareholders of the company for deliberation.
(II) independent opinions on the amount of guarantee provided to subsidiaries in 2022
The guarantee provided by the company to its subsidiaries is conducive to alleviating the shortage of funds of its subsidiaries in order to support its business development and market development. This guarantee is in line with the long-term interests of the company and the interests of all shareholders. This guarantee will not have an adverse impact on the normal operation and business development of the company. The decision-making procedures of the board of directors of the company on this matter are legal and effective, and comply with the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, etc. It is agreed that the amount of guarantee provided by the company to its subsidiaries this time shall not exceed 2365 million yuan.
(III) independent opinions on providing guarantee for wholly-owned subsidiaries and counter guarantee for wholly-owned subsidiaries by holding subsidiaries
The regulatory requirements of Shenzhen Stock Exchange No. 8, the regulatory guidelines of Shenzhen stock exchange for listed companies listed on the gem, and the regulatory requirements of Shenzhen Stock Exchange No. 2, the regulatory guidelines of Shenzhen stock exchange for listed companies listed on the gem, The guarantee is to meet the needs of the normal operation and development of the company’s wholly-owned subsidiary, the guarantee risk is controllable, and there is no damage to the interests of the company and shareholders. Therefore, we agree that the company is responsible for this guarantee.
(IV) independent opinions on the expected events of the company’s daily connected transactions in 2022
The expected events of daily related party transactions in 2022 have been approved by all independent directors in advance.
The independent opinions on this matter are as follows: the daily related party transactions expected in 2022 are based on the normal business activities of the company and belong to normal commercial transactions. The decision-making procedures of daily related party transactions comply with the provisions of relevant laws, regulations and the articles of association. The pricing is fair and reasonable, follows the principle of fair market transactions, meets the actual production and operation needs of the company, and there are no internal transactions or acts that harm the interests of the company and all shareholders.
The daily related party transaction plan for 2022 is the normal business transaction between Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) and related parties in the process of operation, and there is no behavior damaging the interests of the company and all shareholders. Agree to the company’s daily related party transactions in 2022.
(V) independent opinions on the general election of the board of directors of the company and the nomination of candidates for non independent directors of the sixth board of directors
Since the term of office of the Fifth Board of directors of the company will expire on April 26, 2022, in order to ensure the normal operation of the board of directors of the company, the company shall, in accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations The general election of the board of directors shall be conducted in accordance with the relevant provisions of the normative documents and the articles of association. After the nomination and recommendation of the board of directors and the review of the nomination committee, the board of directors agreed to elect Mr. Chen you, Mr. Chen Lukang, Mr. Miao Fengyuan, Mr. Chen Bing, Mr. Xie Xiaobin and Mr. Wang Dongsheng as candidates for non independent directors of the sixth board of directors of the company.
After reviewing and understanding the resumes and relevant information of the candidates for non independent directors of the sixth board of directors of the company, we believe that the candidates have the qualification and ability to serve as non independent directors of the company, and there is no situation that the candidates are not allowed to serve as directors of the company as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the articles of association, Directors’ qualifications in accordance with relevant laws and regulations.
The nomination procedures of the above non independent director candidates comply with the company law and the company law
