Oriental Times Media Corporation(002175)
Independent opinions of independent directors on matters related to the sixth meeting of the seventh board of directors
In accordance with the company law of the people’s Republic of China, 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 articles of association, the working system of independent directors and other laws and regulations, as well as the relevant provisions of the company’s rules and regulations, we are the independent directors of Oriental Times Media Corporation(002175) (hereinafter referred to as the “company”), After deliberation on the relevant proposals of the sixth meeting of the seventh board of directors of the company, based on our independent judgment and careful discussion, we hereby express the following independent opinions:
1. Independent opinions on the occupation of funds by controlling shareholders and their related parties and the external guarantee of the company in 2021
According to the notice on 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), the stock listing rules of Shenzhen Stock Exchange According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, we have verified the capital occupation and external guarantee of the controlling shareholders and their related parties during the reporting period of the company, and now express independent opinions as follows:
(1) During the reporting period, the capital transactions between the company and the controlling shareholders and their related parties were normal operating capital transactions, and there was no case of the controlling shareholders and their related parties occupying the company’s funds in violation of regulations.
(2) As of the end of the reporting period, the company and its subsidiaries did not provide guarantees for the controlling shareholders and their related parties. There was no violation of guarantee during the reporting period.
2. Independent opinions on the self-evaluation report of the company’s internal control in 2021
This matter has been deliberated and adopted at the 6th meeting of the 7th board of directors of the company. According to the basic norms of enterprise internal control and other relevant regulations jointly issued by the Ministry of Finance and other five ministries and commissions, the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system during the reporting period were carefully checked, and the following independent opinions were issued:
The company actively improves the internal control system, complies with the requirements of relevant Chinese laws, regulations and securities regulatory authorities, the internal organizational structure in line with the requirements of modern management, and also meets the development needs of the company at this stage, ensuring the healthy operation of the company’s businesses and the control of business risks. The company’s organizational structure and internal control measures have played a good role in the control of all processes and links of enterprise management, and ensured the healthy and stable operation of various business activities of the company. The company’s self-evaluation report on internal control in 2021 objectively and truly reflects the actual situation of the company’s current construction of internal control system and the implementation of internal control system. Therefore, we agree to the 2021 annual internal control self evaluation report of the company.
3. Independent opinions on profit distribution in 2021
After careful review, in view of the negative undistributed profit at the end of the reporting period, the company plans not to carry out cash dividends, nor to convert capital reserve into share capital and bonus shares in 2021, which is in line with the current actual situation of the company, takes full account of the company’s current operating performance and strategic needs, is conducive to the sustainable, stable and healthy development of the company, and is in line with the articles of association, the relevant provisions of the CSRC and Shenzhen Stock Exchange on cash dividends of listed companies, There is no harm to the interests of the company and shareholders. Therefore, we agree to the company’s profit distribution plan for 2021 and submit the proposal to the general meeting of shareholders for deliberation.
4. Independent opinions on the confirmation of the company’s 2021 non independent director, executive compensation scheme and independent director allowance scheme
After careful review, the company’s 2021 salary plan for non independent directors and senior executives and allowance plan for independent directors are formulated according to the salary level of the company’s industry and region and in combination with the company’s actual operation, which is in line with the company’s sustainable development strategy. The remuneration scheme and allowance scheme comply with relevant national laws, regulations and the articles of association, and are conducive to mobilizing the enthusiasm of directors and senior managers and the long-term development of the company. Therefore, we agree to the company’s 2021 compensation plan for non independent directors and senior executives and allowance plan for independent directors, and submit the proposal to the general meeting of shareholders for deliberation.
5. Independent opinions on the company’s application to Shenzhen stock exchange for cancellation of delisting risk warning and other risk warnings on the company’s Stock Exchange
After verification, the delisting risk warning and other risk warnings of the company’s shares have been corrected. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the company has not been subject to delisting risk warning as specified in article 9.3.1 or other risk warnings as specified in article 9.8.1, It has met the conditions of applying for cancellation of delisting risk warning and other risk warnings in the stock listing rules of Shenzhen Stock Exchange. The cancellation of delisting risk warning and other risk warnings of the company’s shares is conducive to protecting the interests of the company and minority shareholders. Therefore, we agree that the company applies to Shenzhen stock exchange for cancellation of delisting risk warning and other risk warnings.
6. Independent opinions on the renewal of accounting firm
After verification, ZTE caiguanghua Certified Public Accountants (special general partnership) has obtained the relevant qualifications required by the listed company and can complete all the work entrusted by the company. This renewal can ensure the continuity of the company’s audit business, the renewal procedures comply with the provisions of relevant laws and regulations and the articles of Association, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders. We agree to continue to employ ZTE caiguanghua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
(there is no text on this page, which is the signature page of Oriental Times Media Corporation(002175) independent directors’ independent opinions on the sixth meeting of the seventh board of directors.) Independent director: Ding Jian’an, Chen Shouzhong, Shouqi
