Fujian Rongji Software Co.Ltd(002474) independent director
Independent opinions on matters related to the 16th meeting of the 5th board of directors
According to the company law, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws Laws, regulations, normative documents, the articles of association of Fujian Rongji Software Co.Ltd(002474) company (hereinafter referred to as the articles of association), the working system of Fujian Rongji Software Co.Ltd(002474) independent directors (hereinafter referred to as the working system of independent directors) and other relevant rules and regulations, as independent directors of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as the company), after consulting the relevant materials provided by the board of directors and understanding the relevant situation, based on the position of independent judgment, The independent opinions on the matters related to the 16th meeting of the 5th board of directors of the company are as follows:
1、 Independent opinions on 2021 profit distribution plan
In accordance with the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and other relevant provisions of the CSRC, as an independent director of the company, I hereby express the following opinions on the company's profit distribution plan for 2021:
After verification, we believe that the profit distribution plan for 2021 matches the actual operation of the company, fully considers the comprehensive factors such as the company's operation status in 2021, daily production and operation needs and future development capital needs, is consistent with the company's development plan, and is conducive to the normal operation and sustainable, healthy and stable development of the company, It complies with the cash dividend policy determined in the articles of association and the shareholder return plan for the next three years (20212023) reviewed and approved by the general meeting of shareholders, which is legal, compliant and reasonable, and does not harm the interests of investors. We agree to the plan and submit it to the 2021 annual general meeting of shareholders of the company for deliberation. 2、 Independent opinion on self-evaluation report of internal control in 2021
In accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of main board listed companies, articles of association, working system of independent directors and other relevant provisions of the CSRC, as independent directors of the company, after carefully reviewing relevant materials, we hereby express the following opinions on the self-evaluation report of the board of directors on the company's internal control in 2021:
After verification, we believe that the 2021 internal control self-evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system in 2021. The company's existing internal control system covers all levels and links of the company's production, operation and management, forming a relatively standardized management control self-evaluation report.
3、 Independent opinions on the deposit and use of raised funds in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of 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, the company's raising management system and other relevant provisions, we, as independent directors of the company, After careful review of relevant materials, we hereby express the following independent opinions on the storage and use of the company's raised funds in 2021: after verification, we believe that the storage and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, and there are no violations in the storage and use of raised funds. The contents of the company's special report on the deposit and actual use of raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions. We agree with the opinions of Zhitong Certified Public Accountants (special general partnership) on the company's special report on the deposit and actual use of raised funds in 2021.
4、 Independent opinions on the proposed renewal of the accounting firm in 2022
Prior approval opinion: Zhitong Certified Public Accountants (special general partnership), which the company intends to renew, has the qualification of securities and futures related business, has many years of rich experience and professional quality in the audit of listed companies, can better meet the requirements of the company for establishing and improving internal control and financial audit, and is diligent and responsible during his tenure as the company's audit institution, Be able to follow the independent auditing standards for Chinese certified public accountants and other relevant provisions, adhere to the independent, objective and fair auditing standards, and express audit opinions fairly and reasonably. We agree to submit the proposal to the 16th meeting of the 5th board of directors for deliberation.
Independent opinion: after verification, we believe that Grant Thornton Certified Public Accountants (special general partnership) is qualified for securities and futures related businesses, has rich experience and professional quality in auditing of listed companies for many years, can better meet the requirements of the company for establishing and improving internal control and financial audit, and is diligent and responsible during his tenure as the company's audit institution, Be able to follow the independent auditing standards for Chinese certified public accountants and other relevant provisions, adhere to the independent, objective and fair auditing standards, and express audit opinions fairly and reasonably. The company plans to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company's audit institution in 2022. The decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders. We agree to the company's proposal on the proposed renewal of the accounting firm in 2022 and submit the proposal to the company's 2021 annual general meeting for deliberation.
5、 Independent opinions on the company's daily connected transactions in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, the articles of association, the working system of independent directors, the management system of related party transactions of the company and other relevant provisions, as independent directors of the company, after careful review of relevant materials, We hereby express the following independent opinions on the company's daily connected transactions in 2021:
After verification, we believe that the daily related party transactions between the company and related parties during the reporting period belong to the needs of the company's production and operation. The related party transactions follow the principle of market fairness, do not violate the principles of fairness, openness and impartiality, and do not damage the interests of the company and minority shareholders.
6、 Independent opinions on the prediction of the company's daily connected transactions in 2022
According to the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, the articles of association, the working system of independent directors and other relevant provisions, the independent directors of the company have carefully reviewed the relevant materials, The board of directors approved the daily connected transactions of the company in 2022 in advance, and expressed the following opinions on this matter:
Prior approval opinion: the daily connected transactions of the company in 2022 predicted by the board of directors meet the actual business needs of the company; The pricing of this connected transaction is consistent with the market pricing, and the price is fair and reasonable. There is no damage to the interests of the company and other shareholders of the company, nor will it affect the independence of the company.
Independent opinion: after verification, the purpose of daily related party transactions between the company and related parties is to ensure the normal production and operation activities of the company, give play to the synergy between the company and related parties and promote the development of the company. Such related party transactions are carried out in accordance with the principles of general market economy, and its pricing policy is to determine the transaction price with reference to the market price. We believe that the pricing of related party transactions is fair and will not damage the interests of the company and unrelated shareholders, nor will it affect the independence of the company. When the board of directors of the company voted on the proposal on the prediction of the company's daily connected transactions in 2022, the connected directors have avoided voting according to law, and the decision-making procedure of the board of directors of the company is legal and effective. We agree with the proposal on the prediction of the company's daily connected transactions in 2022 and agree that the board of directors of the company will submit the above matters to the 2021 annual general meeting of shareholders of the company for deliberation. 7、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
In accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the articles of association and other relevant provisions, we have verified the occupation of the company's funds and external guarantees by the company's controlling shareholders and other related parties, explained them and issued independent opinions as follows:
1. In 2021, the capital transactions between the company and related parties are normal operating capital transactions, and there is no non operating occupation of the company's funds by the company's controlling shareholders, actual controllers and their subsidiaries, and related parties holding less than 50% of the company's shares. As of December 31, 2021, the company has no non operational occupation of the company's funds by controlling shareholders and other related parties, nor illegal occupation or disguised occupation of the company's funds in other ways.
2. In 2021, the company did not provide guarantees for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties, any legal entity, unincorporated entity or individual, and the company's controlling shareholders, actual controllers and other related parties did not force the company to provide guarantees for others. As of December 31, 2021, the company has not provided any external guarantee.
After verification, we believe that during the reporting period, the company strictly implemented the relevant laws, regulations, normative documents such as the company law, the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association, and there was no illegal occupation of funds and illegal external guarantee, and there was no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
8、 Independent opinions on the remuneration plan for directors and senior managers of the company in 2022
After verification, we believe that the remuneration plan for directors and senior managers of the company in 2022 reviewed at the 16th meeting of the Fifth Board of directors of the company is in line with the relevant provisions of the company law, the articles of association and the actual situation of the company, which is conducive to the long-term development of the company. The company's assessment of the remuneration of directors and senior managers is consistent with the actual business indicators of the company, which is conducive to giving full play to the creativity and enthusiasm of directors and senior managers. The remuneration plan for directors and senior managers discussed at the meeting will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval after being reviewed and approved by the board of directors. The procedures comply with the provisions of the company law, the articles of association and other relevant systems.
Therefore, we have no objection to the remuneration plan of directors and senior managers of the company in 2022 and agree that the board of directors of the company will submit the above matters to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the company's use of some idle raised funds for cash management
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the working system of independent directors, the guidelines on supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, The independent directors carefully considered the company's proposal on using some idle raised funds for cash management, reviewed the company's operation, finance, cash flow and internal control system, and expressed the following opinions:
The company makes rational use of some temporarily idle raised funds for cash management, which helps to improve the use efficiency and income of the company's funds. There is no behavior of changing the purpose of the raised funds in a disguised form, which does not affect the construction of the raised funds and the normal operation of the company. It is in line with the interests of the company and shareholders, and there is no damage to the interests of minority shareholders. The relevant approval procedures 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 self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange - standardized operation of listed companies on the main board, and the company's raised funds management system. It is agreed that the company will use the idle raised funds of no more than RMB 90 million for cash management, and submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on using idle self owned funds for cash management
The company plans to use idle self owned funds for cash management this time, which is carried out on the premise of sound financial situation and ensuring that it does not affect the needs of daily operating capital turnover and capital safety, and will not affect the normal development of main business, which is conducive to improving the efficiency of fund use of the company and obtaining better investment return for the shareholders of the company, which is in line with the interests of the company and all shareholders. The decision-making process of using some idle self owned funds for cash management this time is legal and compliant, in line with the provisions of the articles of association and relevant laws and regulations, and there is no situation that damages the interests of shareholders of the company, especially the interests of minority shareholders. Therefore, we agree that the company will use idle self owned funds of no more than RMB 500 million for cash management, which can be recycled and rolled within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
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(there is no text on this page, which is the signature page of Fujian Rongji Software Co.Ltd(002474) independent directors' independent opinions on relevant matters considered at the 16th meeting of the 5th board of directors of the company) independent directors:
————————————————————- Ye Dongyi, sun min, Hu Jirong
Date: April 1, 2022
