Chengdu Jafaantai Education Technology Co.Ltd(300559)
Prior approval opinions and independent opinions of independent directors on matters related to the 15th meeting of the third board of directors of the company
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the growth enterprise market and the relevant provisions of Chengdu Jafaantai Education Technology Co.Ltd(300559) articles of association, we are independent directors of Chengdu Jafaantai Education Technology Co.Ltd(300559) (hereinafter referred to as the "company"), Express the following independent opinions on relevant matters considered at the 15th meeting of the third board of directors of the company, external guarantees and related matters related to the occupation of funds by related parties:
1、 Independent opinions on 2021 profit distribution plan
After review, we believe that the formulation of the company's profit distribution plan is in line with the company law, the securities law, the articles of association and the guidance of the CSRC on profit distribution, in line with the interests of shareholders and conducive to the full protection of the legitimate rights and interests of small and medium-sized investors, will not affect the normal production and operation of the company and is conducive to the long-term and healthy development of the company. We agree with the profit distribution plan, And submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the self-evaluation report of the company's internal control
After review, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. Various internal control systems of the company comply with the requirements of national laws and regulations, meet the actual needs of the company's current production and operation, and play a better control and prevention role in all processes and key links of operation and management. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system. 3、 The independent opinion on the special report on the deposit and use of raised funds in 2021 has been reviewed, and we believe that the special report truthfully reflects the actual situation of the deposit and use of raised funds of the company. The deposit and use of the company's raised funds in 2021 comply with the relevant regulations and requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange. The deposit and use of the raised funds do not conflict with the implementation plan of the raised funds project, affect the normal progress of the raised funds project, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. 4、 Independent opinions on using idle self owned funds for entrusted financial management.
The company's specific plan of using idle self owned funds for entrusted financial management this time complies with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed company self regulatory guidance No. 7 - transactions and related party transactions, and will not affect the normal production and operation of the company, and there is no situation that damages the interests of the company and all shareholders. We agree that the company will use idle self owned funds of no more than 600 million yuan (including this amount) for entrusted financial management.
5、 After reviewing the independent opinions on the remuneration of directors, supervisors and senior managers in 2021, we believe that the remuneration of directors, supervisors and senior managers of the company is formulated according to the industry of the company, with reference to the remuneration level of enterprises of the same scale, combined with the actual operation of the company and the performance of relevant personnel, and the formulation procedure of remuneration scheme is legal and effective. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws, regulations and the provisions of the articles of association. We agree to the remuneration of directors, supervisors and senior managers set by the board of directors of the company, and agree to submit the remuneration of directors and supervisors to the general meeting of shareholders for deliberation.
6、 Prior approval opinions and independent opinions on the prediction of the company's daily connected transactions in 2022
(1) Prior approval of independent directors
We have carefully reviewed the proposal on the prediction of the company's daily related party transactions in 2022 submitted by the company and learned about the actual related party transactions in 2021 and the background of this related party transaction. We believe that the difference between the actual amount of the company's related party transactions in 2021 and the expected amount of related party transactions in 2021 is mainly due to the change of customer demand Project progress, product integration of both parties and other factors. The daily related party transactions actually occurred in 2021 and the daily related party transactions expected to occur in 2022 belong to normal production and operation business, meet the actual needs of the company's operation and development, the transaction matters comply with market rules, the transaction pricing is fair, and there is no harm to the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we unanimously agree to submit the proposal on the prediction of the company's daily connected transactions in 2022 to the board of directors of the company for deliberation.
(2) Independent opinion
After review, we believe that this connected transaction is expected to be required by the company's normal business activities, the transaction pricing is fair and reasonable, there is no damage to the rights and interests of the company and all shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company or the sustainable operation ability of the company. During the voting process of the board of directors, its procedures are legal and effective, and comply with the provisions of relevant laws and regulations and the articles of association. Therefore, we unanimously agree on the daily related party transactions expected by the company in 2022.
7、 Independent opinions on the company's external guarantee and the occupation of funds by related parties
After review, we believe that: in 2021, the company did not occupy the company's funds by controlling shareholders, actual controllers and other related parties, nor did the company occupy the company's funds by controlling shareholders, actual controllers and other related parties that occurred in previous years and accumulated to December 31, 2021.
In 2021, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties or individuals. In 2021, the accumulated amount of external guarantee of the company was 3170455751 yuan, all of which were provided for wholly-owned subsidiaries. By the end of 2021, the company's accumulated external guarantee balance was 0 yuan.
After examination, we believe that the company has standardized the company's external guarantee behavior and strictly controlled the company's external guarantee risk in strict accordance with the relevant provisions of the articles of association. In addition to the above guarantees, the company has no other external guarantees. The above guarantee is to meet the needs of the company's daily operation. It is a normal guarantee behavior and does not damage the interests of the company and minority shareholders.
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(there is no text on this page, which is the signature page of Chengdu Jafaantai Education Technology Co.Ltd(300559) independent directors' prior approval opinions and independent opinions on matters related to the 15th meeting of the third board of directors of the company)
Signature of independent director:
(ren Shu)
(there is no text on this page, which is the signature page of Chengdu Jafaantai Education Technology Co.Ltd(300559) independent directors' prior approval opinions and independent opinions on matters related to the 15th meeting of the third board of directors of the company)
Signature of independent director:
(Duan hancong)
(there is no text on this page, which is the signature page of Chengdu Jafaantai Education Technology Co.Ltd(300559) independent directors' prior approval opinions and independent opinions on matters related to the 15th meeting of the third board of directors of the company)
Signature of independent director:
(Zhou Xiongjun)
