Beijing Supermap Software Co.Ltd(300036) independent director
Independent opinions on matters related to the 10th meeting of the 5th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, Beijing Supermap Software Co.Ltd(300036) (hereinafter referred to as the "company"), the working system of independent directors and the articles of association, as independent directors of the company, based on independent judgment, We express the following independent opinions on matters related to the 10th meeting of the 5th board of directors of the company:
1、 Independent opinions on the deposit and use of raised funds in 2021
The deposit and use of the company's raised funds comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds, and there is 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.
2、 Independent opinions on the self-evaluation report of the company's internal control in 2021
The company has established a relatively perfect corporate governance structure and internal control system in accordance with the basic norms of enterprise internal control, the Listing Rules of gem shares, the guidelines for the standardized operation of gem and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the company's internal control system, in combination with the company's business characteristics and management requirements, so as to effectively control business risks, Protect the safety and integrity of the company's assets and the interests of the company and all shareholders.
During the reporting period, the company was able to effectively implement the internal control system, achieved the goal of the company's internal control, and there were no important and major defects.
The company's self-evaluation report on internal control truly and objectively reflects the actual situation of the current construction, implementation and supervision of the company's internal control system.
Agree with the company's internal control self-evaluation report.
3、 Review opinions on related party transactions of the company in 2021
There are no significant unfair transactions with related parties in 2021, which do not meet the needs of the daily production and operation of the company, and there is no significant damage to the interests of related parties through small transactions with related parties in 2021.
4、 Independent opinions on the occupation of the company's funds by the company's controlling shareholders and other related parties and the company's external guarantee
The company can conscientiously implement relevant laws, regulations and 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), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the relevant provisions of the articles of association, and strictly control the risk of external guarantee and the risk of capital occupation by related parties.
During the reporting period, there was no illegal occupation of the company's funds by controlling shareholders and other related parties, and there was no illegal occupation of the company's funds by controlling shareholders and other related parties that occurred in previous years and continued to the reporting period. During the reporting period, the company did not have any external guarantee, nor did it have any external guarantee that occurred in the previous period but continued to the reporting period.
5、 Independent opinions on the company's profit distribution plan in 2021
The company's profit distribution plan for 2021 complies with the cash dividend policy determined in the articles of association, the relevant provisions of relevant laws and regulations and the company's dividend planning, matches the actual operation and development of the company, reflects the reasonable investment return of the company to investors, is conducive to the sustainable, stable and healthy development of the company, and does not damage the interests of the company and small and medium-sized investors. Agree to the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on cash management using temporarily idle raised funds and self owned funds
Under the condition of ensuring the daily capital turnover needs of the company and the normal development of the company's main business, and ensuring the normal development of the company's investment projects with raised funds, the use of temporarily idle part of the raised funds and self owned funds, through appropriate cash management, is conducive to improving the use efficiency of the company's funds and increasing the company's capital income on the premise of risk control, without affecting the investment plan and construction progress of the raised funds, Nor does it change the purpose of the raised funds in a disguised form or damage the interests of the company and all shareholders, especially minority shareholders; Further improve the overall performance level of the company and seek more return on investment for the shareholders of the company. Comply 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, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association.
It is agreed that the company will use the temporarily idle raised funds with a limit of no more than RMB 100 million for cash management, and the company and its holding subsidiaries will use the temporarily idle self owned funds with a limit of no more than RMB 1.4 billion for cash management.
7、 Independent opinions on the renewal of accounting firm
Zhonghui Certified Public Accountants (special general partnership) has the practice certificate of certified public accountants and the business license related to securities and futures, has sufficient independence, professional competence and investor protection ability, and has rich experience and professional support in the audit of listed companies. It has been the company's financial report audit institution for five consecutive years, providing the company with objective and fair audit results. The company employs Zhonghui as the audit institution in 2022, which is conducive to maintaining the continuity of the company's audit business, ensuring the quality of the company's audit work, protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. The relevant review procedures also comply with the relevant provisions of relevant laws and regulations.
Agree to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company's audit institution in 2022.
8、 Independent opinions on the election of non independent directors of the 5th board of directors
1. The nomination procedure and deliberation process of the company's additional directors comply with the provisions of relevant laws and regulations and the articles of association, which is legal and effective.
2. Based on the review of the resume and work experience of the director candidate, we believe that Ms. Du Qinge has the qualification and ability to serve as a director of a listed company, complies with the provisions of relevant laws and regulations and the articles of association, and has not found any situation that she is not allowed to serve as a director of a listed company according to laws and regulations, and has not been determined as prohibited from entering the market by the CSRC.
The company agrees to add non independent directors to the 5th board of directors. The above proposals need to be reviewed and approved by the general meeting of shareholders of the company. 9、 Independent opinions on adjusting the allowance of independent directors
1. The deliberation and voting procedures of the board of directors of the company on the proposal comply with relevant national laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association, and the procedures are legal and compliant.
2. Independent directors are of great significance to further improve the corporate governance structure of listed companies, protect the interests of minority shareholders and stakeholders, and promote the standardized operation of the company. With the continuous development of the company and the continuous improvement of standardized operation requirements, the workload of independent directors of the company also increases. This adjustment of the allowance standard for independent directors can better reflect the labor paid by independent directors and ensure the consistency of responsibilities, rights and interests. The proposal is in line with the actual situation and long-term development needs of the company. The adjustment of the company's independent director allowance does not damage the interests of the company and shareholders, especially the interests of minority shareholders.
Agree to the company's plan to adjust the allowance of independent directors this time. The above proposals need to be reviewed and approved by the general meeting of shareholders of the company. (no text below this page)
(there is no text on this page, which is the signature page of Beijing Supermap Software Co.Ltd(300036) independent directors' independent opinions on matters related to the 10th meeting of the 5th board of directors) Beijing Supermap Software Co.Ltd(300036) independent directors:
Deng Zhongliang
Tang Guoan
Li Huajie
March 23, 2022
