Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Opinions of independent directors on relevant matters of the fifth meeting of the Fourth Board of directors of the company
Prior approval opinion
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the rules for independent directors of listed companies and other relevant laws and regulations Normative documents, articles of association of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) (hereinafter referred to as ” Sichuan Tianyi Comheart Telecom Co.Ltd(300504) ” or “the company”), working system of independent directors and other relevant provisions. We have reviewed the relevant proposals Sichuan Tianyi Comheart Telecom Co.Ltd(300504) to be considered at the fifth meeting of the Fourth Board of directors in advance, and have effectively communicated with relevant personnel of the company. Now we express the following prior approval opinions:
1、 Prior approval opinions on the renewal of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022
After verification, we agree that Zhonghui Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability. Since acting as the company’s audit institution, he has adhered to the principle of independent audit, provided professional audit services for the company with professional business level, diligent and dutiful working attitude and fair and objective audit results, and the report issued can objectively and truly reflect the actual situation, financial status and operating results of the company, and earnestly fulfilled the responsibilities of the audit institution. We agree to submit the proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to the fifth meeting of the Fourth Board of directors for deliberation.
2、 Prior approval opinions on the prediction of daily connected transactions of the company in 2022
After verification, we agree that the daily connected transactions expected to occur between the company and related parties in 2022 comply with normal commercial terms and the principle of fairness, the transaction conditions and pricing are fair, and there is no damage to the interests of the company and shareholders or profit manipulation through connected transactions. Therefore, we agree to submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the fifth meeting of the Fourth Board of directors for deliberation, and the connected directors need to avoid voting.
3、 Prior approval opinions on the guarantee provided by the controlling shareholder and actual controller for the company’s application for comprehensive credit line from the bank
After verification, we agree that the controlling shareholder and actual controller provide free guarantee for the company’s comprehensive credit line with a total amount of no more than 120 million yuan or equivalent foreign currency applied to the bank, and the company does not provide counter guarantee or pay guarantee fees. The amount of related party transactions actually incurred in this guarantee is 0, which is in line with the interests of the company and all shareholders and will not have an adverse impact on the company’s operating performance, Circumstances that will not harm the interests of the company and other shareholders, especially minority shareholders. Therefore, we agree to submit the proposal on the guarantee of controlling shareholders and actual controllers for the company’s application for comprehensive credit line to the bank to the fifth meeting of the Fourth Board of directors for deliberation, and the related directors need to avoid voting.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the signature page of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) independent directors’ prior approval opinions on matters related to the fifth meeting of the Fourth Board of directors) independent directors:
Ni debing, Lin Yunsong, Huang Hao
Time: April 11, 2022
