Gohigh Data Networks Technology Co.Ltd(000851)
Independent opinions of independent directors on matters considered at the 25th meeting of the ninth board of directors 1 Special description and independent opinions on the occupation of funds by related parties
According to the special statement issued by China Audit Asia Pacific Certified Public Accountants (special general partnership), it truthfully reflects the occupation of funds by the company's controlling shareholders and other related parties. In 2021, the cumulative amount occupied by the company's major shareholders and their related parties was 5.022 million yuan, which is a business coming money.
As of December 31, 2021, the company has no major shareholders and other related parties illegally occupying the company's funds. All capital transactions between the company and related parties are operating related capital transactions.
2. Independent opinions on the company's profit distribution plan for 2021
According to the relevant provisions of the company law and the articles of association and the demands of other shareholders, as an independent director of the company, based on our independent judgment, we express the following independent opinions on the profit distribution plan of the company in 2021: the net profit attributable to the shareholders of the listed company in 2021 is 1535852617 yuan and the net profit of the listed company is -747943732 yuan. In view of the low consolidated net profit of the company in 2021 and the loss of the parent company, the profit distribution plan of the company in 2021 is: no cash dividend, no bonus shares, and no capital reserve converted into share capital. The profit distribution plan complies with the provisions of the articles of association and other relevant documents. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Independent opinions on the 2021 internal control evaluation report of the company
In accordance with the basic norms of enterprise internal control, the working system of annual report of independent directors, the articles of association and other relevant provisions, as the independent director of Gohigh Data Networks Technology Co.Ltd(000851) the company, we, in the attitude of being responsible to the company and all shareholders, after reading the company's 2021 annual internal control evaluation report, issued the following independent opinions: the 2021 annual internal control evaluation report is based on the China Securities Regulatory Commission According to the relevant regulations of Shenzhen Stock Exchange, the company followed the basic principles of internal control and combined with its own actual situation. During the reporting period, the company continued to supplement and optimize on the basis of the company's internal control system to ensure the normal and orderly operation of the company's business activities and the safety of the company's property.
The company focused on the purchase acceptance and payment, investment decision-making, use of raised funds, sales revenue recognition and accounts receivable, asset security, Internet business and related party transactions, and determined that they were implemented in strict accordance with relevant systems to ensure the orderly production and operation of the company. Inspect the units, businesses and matters included in the evaluation scope and high-risk areas to ensure that they cover the main aspects of the company's operation and management without major omissions.
The 2021 internal control evaluation report of the company truly, accurately and objectively reflects the situation of the company's internal control.
4. Independent opinions on the company's provision for impairment in 2021
According to the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, the independent directors express the following independent opinions on the company's provision for impairment in 2021:
The company's provision for impairment this time is to ensure the standardized operation of the company, adopt prudent accounting principles, fairly reflect the current financial situation and operating results of the company, and do not harm the interests of the company and minority shareholders. It is agreed to withdraw the provision for impairment this time.
5. Independent opinions on confirming the daily operation related party transactions in 2021 and the expected daily operation related party transactions in 2022
The daily related party transactions between the company and related parties are the needs of the company's development. After our verification, the company's review procedures for the estimated amount of daily related party transactions in 2021 are legal and compliant. The daily related party transactions that have occurred from January 1, 2021 to December 31, 2021 are transactions required by the company's normal business, in line with the actual situation of the company and the market and the provisions of laws and regulations; The difference between the actual amount of daily connected transactions and the expected amount conforms to the market situation and the actual situation of the company, and will not have a significant impact on the daily operation of the company; Related party transactions are fair and impartial, and the transaction price is fair, which does not affect the independence of the company, and there is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
The procedure of the company's board of directors convening and convening the deliberation of this related party transaction proposal complies with the provisions of relevant laws, regulations and the articles of association. The related directors avoided voting according to law when voting on this related party transaction, and other non related directors deliberated and passed the proposal.
6. Independent opinions on the risk assessment report of Datang Telecom Group Finance Co., Ltd. issued by the company
Datang Telecom Group Finance Co., Ltd., as a normative non bank financial institution approved by Bank Of China Limited(601988) Insurance Regulatory Commission, provides financial services for the company and its subsidiaries within its business scope, which complies with the provisions of relevant national laws and regulations;
The risk assessment report of Datang Telecom Group Finance Co., Ltd. issued by the company fully reflects the business qualification, business and risk status of the finance company. As a non bank financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission. Under the above risk control conditions, it is agreed to provide relevant financial services to the company.
The board of directors of the company deliberated the proposal, and the related directors avoided voting. The review procedure is legal and effective, and complies with the provisions of relevant laws, regulations and the articles of association.
7. Special notes and independent opinions on the company's accumulated and current external guarantees
In accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies (CSRC announcement [2022] No. 26) and other relevant provisions, we have conducted special verification on the external guarantees of the company, and now the relevant information is reported as follows:
In 2021, except for the guarantees provided to the wholly-owned subsidiaries, holding subsidiaries and wholly-owned subsidiaries of holding subsidiaries of the company, the guarantees provided by the company and its subsidiaries to units outside the consolidated statements are all external guarantees provided by the company's holding subsidiaries Datang Gaohong (Jining) Electronic Information Technology Co., Ltd. and Guizhou Datang Gaohong Electronic Information Technology Co., Ltd., a wholly-owned subsidiary of the company, and are not the controlling shareholders of the company The guarantee provided by the actual controller and its related parties has no other guarantee. The decision-making and information disclosure procedures for providing guarantees for wholly-owned or holding subsidiaries comply with relevant laws, regulations, normative documents and the relevant provisions of the articles of association, which are legal and effective. The guarantee provided by the company to wholly-owned subsidiaries, holding subsidiaries and wholly-owned subsidiaries of holding subsidiaries ensures the normal development of daily production and operation, smooth daily operation funds and accumulated company credit. There is no situation that damages the interests of shareholders.
Independent director: Liang Wenyong, Zhang Tianxi, Li Keqiang, sun Chuang Wanyan
