Independent opinions of independent directors on matters related to the eighth meeting of the Fourth Board of directors
Beijing Vrv Software Corporation Limited(300352)
Opinions of independent directors on matters related to the eighth meeting of the Fourth Board of directors
separate opinion
Beijing Vrv Software Corporation Limited(300352) (hereinafter referred to as “the company” or ” Beijing Vrv Software Corporation Limited(300352) “) in accordance with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the articles of association, as independent directors of the company, we have carefully consulted the relevant meeting materials of the company, Based on the principle of being responsible to all shareholders and the company, and based on the position of seeking truth from facts and independent judgment, we express the following independent opinions after discussion:
1、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of listed companies on GEM and other relevant provisions, after carefully checking the deposit and use of the company’s raised funds in 2021, we believe that the deposit and use of the company’s raised funds in 2021 comply with the requirements of the CSRC According to the relevant provisions of the Shenzhen Stock Exchange and the company’s administrative measures for the special storage and use of raised funds, there is no illegal use of raised funds, no disguised change in the investment direction of raised funds and damage to the interests of shareholders. The special report on the deposit and actual use of raised funds in 2021 prepared by the company truly and objectively reflects the deposit and use of raised funds of the company. 2、 Independent opinion on self-evaluation report of internal control in 2021
According to the requirements of laws and regulations such as the China Securities Regulatory Commission and the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, after verification, we believe that the company has established a relatively perfect internal control system, which can meet the requirements of the company’s management and development, meet the actual situation of the company, and is reasonable and effective; The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Independent report on capital occupation and external guarantee of controlling shareholders and other related parties in 2021
Independent opinions of independent directors on matters related to the eighth meeting of the Fourth Board of directors
opinion
According to the relevant provisions and requirements of national laws, regulations, rules and regulations, after carefully understanding and checking the capital occupation and external guarantee of the company’s controlling shareholders and related parties during the reporting period, we believe that there is no illegal occupation of the company’s funds by controlling shareholders and other related parties, and there is no illegal external guarantee.
4、 Independent opinions on 2021 profit distribution plan
After careful deliberation, we believe that the profit distribution plan is in line with the current actual situation of the company and the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the company law, the articles of association and so on. There is no violation of laws, regulations and damage to the interests of the company’s shareholders, especially the minority shareholders. We unanimously agree to the company’s profit distribution plan and agree to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on changes in accounting estimates
The independent directors believe that the change of the company’s accounting estimate in accordance with the accounting standards for business enterprises issued by the Ministry of Finance and in combination with the actual operation of the company complies with the provisions of relevant laws, regulations and accounting standards, can more objectively reflect the company’s financial situation and operation results, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. The decision-making procedure of this matter complies with the provisions of relevant laws, regulations and the articles of association, and agrees with the change of accounting estimates of the company.
6、 Independent opinions on the remuneration of senior managers of the company in 2022
After verification, we believe that the formulation and decision-making procedures of the remuneration scheme of the company’s senior managers comply with the relevant laws and regulations such as the company law, the articles of association and other relevant provisions of the company’s systems, comply with the actual operation and management of the company, and do not harm the interests of the company and minority shareholders. Therefore, we unanimously agree to the proposal on the remuneration of senior managers of the company in 2022.
Signature of independent director: Wang Hui, Yang Fengzhu, Qi Yue
April 13, 2022
