Independent directors’ opinions on relevant matters of the 7th Meeting of the 4th board of directors
Independent opinion of
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system by listed companies, the working system of independent directors, the articles of association, the management system of raised funds and other relevant provisions, as independent directors of the company, we hereby express our opinions on the relevant matters considered at the seventh meeting of the Fourth Board of directors as follows:
1、 Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties in 2021
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) issued by the CSRC, we seek truth from facts Based on the principle of objectivity and impartiality, we checked the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2021. We believe that:
1. During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period. 2. During the reporting period, the company and its subsidiaries did not provide guarantees for shareholders, actual controllers and their affiliates, any unincorporated units or individuals, and there were no external guarantees that occurred in the previous period and continued to the reporting period.
2、 Independent opinion on internal control evaluation report in 2021
After verification, we believe that the company’s internal control system meets the requirements of relevant laws and regulations and securities regulatory authorities and is applicable to the company’s current business activities. In 2021, the company implemented in strict accordance with the relevant provisions of the company’s internal control system, ensuring the standardized operation and management of the company, which is conducive to maintaining the stable development of the company. We believe that the 2021 internal control 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.
3、 Independent opinions on the self inspection form for the implementation of internal control rules
Implementation of internal control rules.
4、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the profit distribution plan proposed by the company this year comprehensively considers the operation and development needs of the company, complies with the provisions of relevant laws, regulations and the articles of association, and does not harm the interests of small and medium-sized investors. We agree with the profit distribution plan proposed by the board of directors. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the special report on the deposit and use of raised funds in 2021
We carefully read the special report on the deposit and use of raised funds in 2021, and checked the use of raised funds, the management of raised funds, the storage of raised funds in special accounts and the progress of raised funds projects in 2021. We believe that the deposit and use of raised funds in 2021 complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, Comply with the relevant provisions of the company’s management system for raised funds, and there are no violations in the storage and use of raised funds. 6、 Independent opinion on the reappointment of the audit institution in 2022
After verification, we believe that Daxin Certified Public Accountants (special general partnership) has the securities practice qualification and has a good reputation in the industry. In the past, in the process of serving the company, it was able to issue various professional reports for the company on time in accordance with the practice standards of diligence, independence, objectivity and impartiality. The company’s continued engagement of Daxin Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022 complies with the relevant provisions of laws, regulations and the articles of association, and there is no situation that damages the legitimate rights and interests of the company and shareholders. Therefore, we agree to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the auditor of the company in 2022. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on applying for comprehensive credit line from the bank
After verification, we believe that obtaining a certain bank credit line is conducive to ensuring the capital demand for the company’s business development, thus laying a solid foundation for the company’s sustained and stable development. At the same time, the company’s production and operation are normal and has sufficient solvency. Therefore, we agree that the company will apply to relevant banks for a comprehensive credit line with a total amount of no more than 500 million yuan in 2022, with a credit term of one year, and authorize the chairman Ms. Luo Aiwen to sign all credit documents within the above credit line on behalf of the company. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
After verification, we believe that the remuneration standard of directors and senior managers of the company is determined by comprehensively considering the actual operation of the company and referring to the development level of regions and industries. It is conducive to mobilizing the work enthusiasm of the company’s directors and senior managers, strengthening the diligence of the company’s directors and senior managers, and there is no damage to the interests of the company and shareholders. The deliberation and voting procedures of the board of directors on the proposals related to the remuneration of directors and senior managers comply with the provisions of the company law of the people’s Republic of China, the articles of association and other laws and regulations, and the procedures are legal and effective. Therefore, we agree to the remuneration standard of the company’s directors and senior managers in 2021. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on using idle raised funds to purchase principal guaranteed financial products
After verification, we believe that the decision-making procedures for the company to use some idle raised funds to purchase financial products comply with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of the CSRC, The company’s use of idle raised funds to purchase financial products is conducive to improving the use efficiency of idle raised funds and cash management income. The idle raised funds used by the company do not conflict with the implementation plan of the investment project of raised funds, do not affect the normal progress of the project of raised funds, and do not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company. Therefore, we agree that the company will use idle raised funds with a maximum amount of no more than RMB 250 million to purchase principal guaranteed financial products in a timely manner. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
After verification, we believe that this related party transaction of the company is conducted on the basis of fairness, impartiality and mutual benefit based on the necessity of daily operation. The price of the proposed related party transaction is determined with reference to the market price, which will not damage the interests of the company and minority shareholders, nor affect the independence of the company.
The voting procedure complies with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association. We agree to the proposal and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the extension of investment projects with raised funds
After verification, we believe that the company’s extension of the investment project of raised funds is conducive to improving the efficiency and safety of the use of raised funds, in line with the actual development needs of the company and the interests of the company and all shareholders, and the contents and procedures comply with the guidelines for 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 Management system for raised funds of the company and other relevant provisions.
Therefore, we agree to extend the construction period of the project invested with raised funds.
12、 Independent opinions on write off of some accounts receivable and contract assets
After verification, we believe that the write off of accounts receivable complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, truly reflects the financial situation of the company, and the basis for write off is sufficient; The write off of some accounts receivable and bad debts of contract assets does not involve the company’s related parties, nor does it damage the interests of the company and shareholders, especially small and medium-sized shareholders. The review procedures comply with relevant laws and regulations and the articles of association. We agree to write off some accounts receivable and contract assets this time.
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(there is no text on this page, which is the signature page of the independent opinions of the company’s independent directors on matters related to the seventh meeting of the Fourth Board of directors)
Signature of independent director:
Zhou Zhiwang, Yao Wei
April 6, 2022
