Zhejiang Meorient Commerce & Exhibition Inc(300795) independent director
Independent opinions on matters related to the 22nd Meeting of the 4th board of directors
According to the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other laws, regulations and normative documents, as well as the relevant provisions of Zhejiang Meorient Commerce & Exhibition Inc(300795) articles of association, As an independent director of Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as “the company”), we have carefully considered the relevant matters considered at the 22nd Meeting of the Fourth Board of directors and expressed the following independent opinions:
1、 Independent opinions on the company’s use of idle self owned funds for cash management
After verification, we believe that the company and its wholly-owned subsidiaries intend to use idle self owned funds with a balance of no more than RMB 200 million for cash management, invest in products with high safety, good liquidity and meeting the capital preservation requirements, and the investment period of a single product shall not exceed 12 months. The use of some idle self owned funds for cash management this time is conducive to improving the use efficiency of funds and increasing capital operation income, which is in line with the interests of the company and all investors, and in line with relevant laws and regulations such as Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, etc Regulations and normative documents. We unanimously agree that the company and its wholly-owned subsidiaries use idle self owned funds for cash management this time.
2、 Independent opinions on the company’s use of idle raised funds for cash management
After verification, we believe that the decision-making procedure of using idle raised funds to purchase bank financial products complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020). Under the condition of ensuring that the construction of raised funds and the use of raised funds are not affected, The company uses no more than 120 million yuan of idle raised funds for cash management, and purchases financial products with high safety, good liquidity and guaranteed principal, which is conducive to improving the cash management income of idle raised funds. The temporarily idle raised funds used by the company do not affect the normal development of the company’s main business, do not conflict with the investment plan of raised funds, and do not change the use purpose of raised funds in a disguised form Damage to the interests of the company and all shareholders, especially minority shareholders.
In accordance with the requirements of normative documents such as the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, and in accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, Through the verification of the company’s external guarantees and the funds occupied by related parties, the following special explanations and independent opinions are made on the company’s external guarantees and the funds occupied by related parties in 2021:
1. The company has established a relatively sound internal control system to prevent the occupation of funds by major shareholders and other related parties, which can effectively prevent the occupation of funds by major shareholders and other related parties, infringe on the interests of the company, and safeguard the interests of minority shareholders.
2. The company, the controlling shareholders and their related parties do not occupy the company’s funds for non operation or in other disguised forms, nor do they occur in the previous period but continue to the reporting period, nor do they occupy during the period and return at the end of the period.
3. The company does not provide guarantees for shareholders, actual controllers and their affiliates, any unincorporated units or individuals; Nor does it directly or indirectly guarantee the guaranteed object with an asset liability ratio of more than 70%.
4. During the reporting period, the company was able to strictly comply with relevant laws and regulations and the relevant provisions of the articles of association, and strictly control the risk of external guarantee. The company did not damage the interests of the company and shareholders through external guarantee, and there was no illegal external guarantee. As of December 31, 2021, the company has no external guarantee. 4、 Independent opinions on the deposit and use of raised funds in 2021
After verification, we believe that the deposit and use of the company’s raised funds comply with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (CSRC announcement [2012] No. 44) issued by the CSRC and the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 2 – standardized operation of companies listed on the gem issued by the Shenzhen Stock Exchange Relevant provisions such as the special report form on the annual deposit and use of raised funds by Listed Companies in the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 2 – announcement form, do not exist any violation of the deposit and use of raised funds, no disguised change in the investment direction of raised funds, and no damage to the interests of the company and all shareholders, especially minority shareholders.
5、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, the company operates in strict accordance with the provisions of various systems of internal control, and the company’s management of the raised funds is in line with the actual situation of the company, which is reasonable and effective. After review, we believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
6、 Independent opinions on the renewal of accounting firm
We have reviewed the qualification, professional ethics and performance ability of Tianjian Certified Public Accountants (special general partnership). We believe that Tianjian Certified Public Accountants (special general partnership) meets the requirements of serving as the audit institution of the company and the actual situation of the company. The audit opinions issued during serving as the audit institution of the company objectively, fairly and truly reflect the financial status and operating results of the company.
The renewal of Tianjian Certified Public Accountants (special general partnership) is determined after comprehensive consideration of its audit quality and service level. It is fair and reasonable, and can ensure that the interests of the company’s shareholders are not infringed. Therefore, we unanimously agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year.
7、 Independent opinions on carrying out forward foreign exchange settlement business
The company’s forward foreign exchange settlement is carried out around the company’s business. It is not a forward foreign exchange transaction solely for the purpose of profit. It is based on specific business, takes hedging as a means and aims to prevent exchange rate risk. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. All independent directors agree that the company shall carry out forward foreign exchange settlement business with a total amount of no more than US $20 million.
8、 Independent opinion on no profit distribution in 2021
After verification, we believe that the 2021 profit distribution plan proposed by the board of directors of the company, which does not distribute cash dividends, bonus shares or convert capital reserve into share capital, is in line with the actual situation of the company and relevant regulations. The profit distribution plan is legal, compliant and reasonable, and there is no damage to the rights and interests of minority shareholders, Conducive to the long-term development of the company.
9、 Independent opinions on the actual amount of daily connected transactions in 2021 and the estimated daily connected transactions in 2022
After verification, we believe that the related party transactions that have occurred in 2021 and are expected to occur in 2022 of the company’s wholly-owned subsidiary are required for daily production and operation, the transaction price is determined by both parties through negotiation according to the market price, the pricing of related party transactions is fair and reasonable, follows the principle of market fair transaction, and has fulfilled the approval procedures specified in laws and regulations and the articles of association, There is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. The deliberation and voting procedures of the board of directors comply with relevant laws, regulations, policy documents and the relevant provisions of the articles of association, and agree with the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 of the company’s wholly-owned subsidiary. 10、 Independent opinion on the provision for asset impairment in 2021
After verification, we believe that the provision for asset impairment of some assets of the company meets the requirements of the accounting standards for business enterprises and the actual situation of the company’s accounts receivable and relevant policies and regulations. It can more fairly reflect the company’s financial situation, asset value and operating results, and is conducive to providing investors with more authentic and reliable accounting information, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders. (no text below)
(there is no text on this page, which is the signature page of Zhejiang Meorient Commerce & Exhibition Inc(300795) independent director’s independent opinions on matters related to the 22nd Meeting of the 4th board of directors) signature of independent director:
Cao Huimin, Zhang Zhenan, Yu Guangsheng
specific date
