Beijing Oriental Jicheng Co.Ltd(002819) independent director
Independent opinions on matters related to the 8th meeting of the 5th board of directors
In accordance with the provisions of the company law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents, as independent directors of Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as the “company”), we reviewed the relevant proposals considered at the eighth meeting of the Fifth Board of directors of the company and issued independent opinions as follows:
1、 Independent opinions on the company’s annual profit distribution plan in 2021
The independent directors of the company express the following independent opinions on the above matters: the annual profit distribution plan of the company in 2021 is formulated according to the actual situation of the company, in line with the commitments made by the company in the prospectus and other public disclosure documents, the distribution policy stipulated in the articles of Association and the shareholder return plan, in line with the requirements of the profit distribution decision-making procedure, and conducive to maintaining the continuity and stability of the company’s profit distribution policy, Agree to the profit distribution plan.
2、 Independent opinions on the special report of the board of directors on the annual deposit and actual use of raised funds
The independent directors of the company expressed the following independent opinions on the above matters: in accordance with relevant laws and regulations and the provisions of the company’s special management system for raised funds, we reviewed the company’s special account for raised funds in 2021, the use of raised funds, the management and supervision of raised funds and information disclosure. The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission 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. The company has conscientiously fulfilled its obligation of information disclosure, and the disclosed information on the use of raised funds is timely, true, accurate and complete.
3、 Independent opinions on the company’s 2021 annual internal control self-evaluation report
The independent directors of the company express the following independent opinions on the above matters: as independent directors of the company, we have carefully reviewed the company’s 2021 annual internal control self-evaluation report. The company has established a relatively perfect internal control system. Various internal control systems comply with relevant laws and regulations and the regulatory authorities’ normative documents on the governance of listed companies. After the establishment, various systems have been effectively implemented, which has played a better role in supervising and guiding the standardized operation of the company. The 2021 annual internal control self evaluation report objectively and truly reflects the establishment and operation of the company’s internal control system.
4、 Independent opinions on the repurchase and cancellation of some restricted shares of the company
The independent directors of the company expressed the following independent opinions on the above matters: after verification, according to the relevant provisions of the company’s 2018 restricted stock incentive plan (Revised Draft) and the management measures for the implementation and assessment of 2018 restricted stock incentive plan (Revised Draft), among the incentive objects first granted restricted shares in the company’s 2018 restricted stock incentive plan, one incentive object has resigned for personal reasons, The board of directors decided to repurchase and cancel the 5878 restricted shares granted but not unlocked to the above incentive objects.
We believe that the repurchase and cancellation of some restricted shares by the company this time complies with the relevant provisions of the company law, the measures for the administration of equity incentive of listed companies, the company’s 2018 restricted stock incentive plan (Revised Draft) and the measures for the administration of the implementation and assessment of 2018 restricted stock incentive plan (Revised Draft), and will not have a material impact on the company’s financial status and operating results, If there is no situation that damages the interests of the company and shareholders, it is agreed that the company shall repurchase and cancel the restricted shares granted but not unlocked to the above resignation incentive objects, and submit this matter to the general meeting of shareholders for deliberation.
5、 Independent opinions on the daily connected transactions of the company in 2022
The independent directors of the company express the following independent opinions on the above matters: according to the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange, we have reviewed the daily connected transactions in 2021 and the daily connected transactions expected to occur in 2022 provided by the company. The connected transactions of the company belong to the needs of the normal operation of the company and its subsidiaries, and in accordance with the principles of openness, fairness and impartiality, Relevant agreements or contracts are signed according to the fair market price of the current period, and the review and approval procedures of related party transactions comply with the provisions of relevant laws and regulations and the articles of association, without damaging the interests of the company and shareholders. We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
Due to the particularity of the company’s industry, the company cannot accurately estimate the amount of related party transactions in 2021, which is in line with the actual situation of the company and does not damage the interests of minority shareholders.
6、 Independent opinions on the renewal of accounting firm
The independent directors of the company expressed the following independent opinions on the above matters: during the period when Zhitong Certified Public Accountants (special general partnership) served as the audit institution of the company’s 2021 annual financial report, it completed various audit tasks of the company as planned and issued a standard unqualified audit report for the company, which fairly and objectively reflected the financial status, production and operation of the company during the reporting period. We agree to continue to appoint Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
7、 Independent opinions on the performance compensation scheme of wanlihong in 2021
After carefully reviewing the proposal on the performance compensation scheme of wanlihong in 2021, we believe that according to the audit report ztzz (2022) No. 110a004086 issued by Zhitong accounting firm (special general partnership), Beijing wanlihong Technology Co., Ltd. (hereinafter referred to as “wanlihong”) failed to fulfill the performance commitment in 2021. According to the performance compensation agreement and the supplementary agreement, the performance compensation scheme reviewed by the board of directors of the company is conducive to protecting the interests of listed companies and small and medium-sized investors, and there is no violation of relevant laws and regulations. We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation. 8、 Opinions of independent directors on financial assistance provided by the company to holding subsidiaries
The independent directors of the company expressed the following independent opinions on the above matters: after verification, we believe that the financial assistance provided by the company and its holding subsidiaries to the holding subsidiaries this time is conducive to promoting the development of the company, so as to further improve the overall performance level of the company and make the pricing of capital utilization fees fair. In order to ensure fairness and reasonableness, the company has formulated relevant risk control measures for financial assistance not fully provided in accordance with the actual equity ratio to ensure fair transaction, so it will not damage the interests of the company and minority shareholders, and will not adversely affect the production and operation of the company. Therefore, we agree to the financial assistance of the company.
9、 Independent opinions on dongke factoring, the holding subsidiary of the company, accepting financial assistance and related party transactions
The related party transactions between the company and related enterprises did not harm the interests of the company and minority shareholders; The related party transactions between the company and its affiliated enterprises are normal transactions, and the transactions are priced based on the market price. They do not violate the principles of openness, fairness and, and will not affect the independence of the company.
After verification, the deliberation and decision-making procedures of the above related party transactions comply with the provisions of relevant laws and regulations and the articles of association, and we unanimously agree to this proposal.
10、 Independent opinions on matters related to the company’s external guarantees and capital transactions with related parties in 2021
In accordance with the spirit of China Securities Regulatory Commission announcement [2022] No. 26 “guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies”, as an independent director of the company, in a practical and realistic attitude, he carefully and responsibly verified and implemented the occupation of funds and external guarantees of related parties in 2021. The relevant explanations and independent opinions are as follows:
1. During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties. The company does not provide guarantee for shareholders, controlling subsidiaries of shareholders, subsidiaries of shareholders, other related parties holding less than 50% of the company, any unincorporated units or individuals.
2. As of December 31, 2021, dongke (Shanghai) commercial factoring Co., Ltd., a holding subsidiary of the company, and Shanghai Yihe Trading Co., Ltd., a wholly-owned subsidiary of the company, respectively applied to relevant banks and other institutions for credit lines of 20 million yuan and 40 million yuan, which are used for daily operation and other purposes. The company shall provide joint and several liability guarantee for them. In addition to the above guarantee, the company has no other guarantee. The above guarantee is legal, and the independent director agrees to the above guarantee.
11、 Independent opinions on providing guarantee for holding subsidiaries
The independent directors of the company expressed the following independent opinions on the above matters: the company’s proposed guarantee for the holding subsidiary is the capital needs of the daily operation of the holding subsidiary, which is in line with the overall interests of the company and does not damage the interests of the company and its shareholders, especially the minority shareholders. The procedures of the board of directors of the company to consider the guarantee comply with relevant laws, regulations, normative documents and the articles of association. Therefore, we agree that the company will provide guarantee for the holding subsidiary’s application for bank credit line this time.
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Xu Fanjiang, Zhang Shufan, Jin Jinping
Beijing Oriental Jicheng Co.Ltd(002819) March 28, 2002
