Hanwang Technology Co.Ltd(002362) independent director
Special notes and independent opinions on matters related to the 10th meeting of the 6th board of directors
In accordance with the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, as well as the requirements of the relevant systems of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as the "company"), as an independent director of the company, I hereby give special explanations and independent opinions on the relevant matters of the 10th meeting of the sixth board of directors of the company as follows: I Special instructions and independent opinions on the company's accumulated and current external guarantees and the occupation of funds by related parties
As an independent director of the company, in accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (CSRC announcement [2017] No. 16), the notice on regulating the external guarantees of listed companies (Zheng Jian Fa [2005] No. 120) and the articles of association of the company, and with a realistic attitude, Carefully check the occupation of the company's funds and external guarantees by the company's controlling shareholders and other related parties in 2021, and issue special instructions and independent opinions as follows:
1. Occupation of funds by controlling shareholders and other related parties of the company
During the reporting period, the capital transactions between the company and related parties were normal operating capital transactions, and there was no situation that the controlling shareholders and other related parties occupied or otherwise occupied the company's funds in disguised form.
2. Cumulative and current external guarantees
(1) During the reporting period, the company did not provide guarantees for other entities other than holding subsidiaries.
(2) By the end of the reporting period, the company's guarantee balance for its holding subsidiaries was 0, accounting for 0% of the audited owner's equity attributable to the shareholders of the listed company in 2021.
(3) During the reporting period, Hong Kong Hanwang Youji Technology Co., Ltd., the fourth level holding subsidiary of the company, provided guarantees for Shenzhen Hanwang Youji Technology Co., Ltd., the third level holding subsidiary, as follows:
Whether the guarantee amount guarantees the actual guarantee for the relevant announced guarantee amount. The performance of the guarantee period is related to the name disclosure date, date of birth, amount type and joint guarantee
2021 joint and several
April 23 96.48 responsibility 2021 / 4 / 232021 / 10 / 23 Yes No
Daily guarantee
2021 joint and several
April 281135 responsibility 2021 / 4 / 282021 / 10 / 28 Yes No
Daily guarantee
2021 joint and several
April 29 201.12 responsibility 2021 / 4 / 292021 / 10 / 29 Yes No
April 406469, 2021 guarantee
February 2, 2021
May 14 667.5 responsibility 2021 / 5 / 142021 / 11 / 14 Yes No
Daily guarantee
2021 joint and several
May 20 617.99 responsibility 2021 / 5 / 202021 / 11 / 20 Yes No
Daily guarantee
2021 joint and several
May 21 462.76 responsibility 2021 / 5 / 212021 / 11 / 21 Yes No
Shenzhen Hanri guarantee
Wang Youji, 2021
Science and technology has the responsibility of 497.96 on October 29, 2021 / 10 / 292022 / 4 / 29 No
Limited company daily guarantee
2021 joint and several
November 02 422.57 responsibility 2021 / 11 / 2-2022 / 5 / 2 no
Daily guarantee
2021 joint and several
November 03 116.81 responsibility 2021 / 11 / 3-2022 / 5 / 3 no
Daily guarantee
December 2021
June 17320324 November 04 36.07 responsibility 2021 / 11 / 4-2022 / 5 / 4 No
Daily guarantee
2021 joint and several
November 2021-december 20299 / no
Daily guarantee
2021 joint and several
November 17 674.21 responsibility 2021 / 11 / 172022 / 5 / 17 No
Daily guarantee
2021 joint and several
November 24 421.63 responsibility 2021 / 11 / 242022 / 5 / 24 No
Daily guarantee
(4) The company and its holding subsidiaries have no other external guarantees, no overdue guarantees, and there are no external guarantees involving litigation and losses due to the judgment of losing the guarantee.
(5) The external guarantee of the company has performed the necessary review procedures in strict accordance with the requirements of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the articles of association.
The company held the board of directors and shareholders' meeting on March 26, 2020 and June 3, 2020, and agreed to apply for a quota of RMB 200 million from commercial banks and other financial institutions. The quota is composed of the company and its subsidiaries Beijing Hanwang Zhiyuan Technology Co., Ltd., Beijing Hanwang Pengtai Technology Co., Ltd., Beijing Hanwang Digital Technology Co., Ltd., Beijing Yingyan Innovation Technology Development Co., Ltd., Beijing Hanwang saipu Technology Co., Ltd Beijing Hanwang rongbi Technology Co., Ltd., Fangyi (Beijing) Technology Co., Ltd. and Fangyi (Shenzhen) Technology Co., Ltd. are jointly used by 8 holding subsidiaries. When the above 8 holding subsidiaries use the comprehensive credit line, the company will provide them with joint and several liability guarantee; The group's comprehensive credit period shall not exceed two years, and the guarantee period shall not exceed the group's comprehensive credit period. The total amount of guarantee provided by the company to its holding subsidiaries at any time point shall not exceed RMB 200 million, and the specific guarantee amount shall be subject to the actual amount.
The company held the board of directors on March 31, 2022 and applied to the bank for a quota of RMB 200 million. The quota is composed of the company and its subsidiaries Beijing Hanwang Zhiyuan Technology Co., Ltd., Beijing Hanwang Pengtai Technology Co., Ltd., Beijing Hanwang Digital Technology Co., Ltd., Beijing shadow research innovation technology Development Co., Ltd., Beijing Hanwang saipu Technology Co., Ltd., Beijing Hanwang rongbi Technology Co., Ltd Imitation wing (Beijing) Technology Co., Ltd. and imitation wing (Shenzhen) Technology Co., Ltd. are jointly used by 8 holding subsidiaries. When the above 8 holding subsidiaries use the comprehensive credit line, the company will provide them with joint and several liability guarantee; The group's comprehensive credit period shall not exceed two years, and the guarantee period shall not exceed the group's comprehensive credit period. The total amount of guarantee provided by the company to its holding subsidiaries at any time point shall not exceed RMB 200 million, and the specific guarantee amount shall be subject to the actual amount. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(6) The company has established perfect measures for the administration of external guarantee, which can strictly comply with the company law, the securities law, the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120), the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Hui announcement [2017] No. 16) and other laws and regulations and the relevant provisions of the articles of association, Strictly implement the approval procedures, effectively control the risk of external guarantee, avoid illegal guarantee and ensure the safety of the company's assets.
(7) There is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party's debt. 2、 Independent opinions on the plan for profit distribution and conversion of capital reserve into share capital in 2021
The plan for profit distribution and conversion of capital reserve into share capital in 2021 proposed by the board of directors is: Based on the total share capital of the company on December 31, 2021, cash dividend of 0 yuan (including tax) and bonus shares of 0 shares (including tax) will be distributed to all shareholders for every 10 shares, and no capital reserve will be converted into share capital. After verification, we believe that the net profit of the company in 2021 is 10618159908 yuan, and the net profit attributable to the shareholders of the listed company is 5394205080 yuan. As the accumulated undistributed profits of the company are negative, the board of directors of the company decided not to distribute profits this time, which is in line with the relevant provisions of the articles of association and does not harm the interests of investors. We agree to the 2021 profit distribution and capital reserve conversion plan proposed by the board of directors of the company, and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, the use of the company's raised funds in 2021 complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, the relevant provisions of the company's measures for the management of raised funds, and there is no violation of the storage and use of raised funds. The special report on the deposit and use of raised funds in 2021 prepared by the company objectively and truly reflects the actual situation of the deposit and use of raised funds during the reporting period. 4、 Independent opinions on self evaluation report on internal control of the company in 2021
After verification, we believe that the company has established a relatively perfect internal control system,
