Beijing Unistrong Science & Technology Co.Ltd(002383)
Independent directors' opinions on the 9th meeting of the 5th board of directors
Independent opinions on relevant matters
1、 Independent opinions on the company's profit distribution plan in 2021
In accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidance on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the Beijing Unistrong Science & Technology Co.Ltd(002383) articles of association, Beijing Unistrong Science & Technology Co.Ltd(002383) independent director system and other relevant provisions, as an independent director of the Fifth Board of directors of the company, we have reviewed the proposal of the 2021 annual board of directors of the company and relevant materials, After careful verification, the independent opinions on the company's profit distribution in 2021 are as follows: the company's profit distribution plan is formulated according to the actual situation of the company, which is in line with the long-term development needs of the company and the long-term interests of shareholders, the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the provisions of the articles of association. The approval procedures are legal and compliant, and do not damage the interests of all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company's internal control in 2021
In accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidance on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the Beijing Unistrong Science & Technology Co.Ltd(002383) articles of association, Beijing Unistrong Science & Technology Co.Ltd(002383) independent director system and other relevant provisions, as an independent director of the Fifth Board of directors of the company, we have reviewed the proposal of the 2021 annual board of directors of the company and relevant materials, After careful verification, the independent opinions on the company's internal control in 2021 are as follows: 1. After verification, the company has established a relatively perfect internal control system, all internal control systems comply with the relevant laws and regulations of China and the regulatory documents of the regulatory authorities on the governance of listed companies, the implementation of internal systems is effective, and the operation of the company is standardized and healthy.
2. As an independent director of the company, we believe that the self-evaluation report of the audit committee of the board of directors on the company's internal control in 2021 objectively and truly reflects the construction and operation of the company's internal control system. 3、 Independent opinions on the deposit and use of raised funds in 2021
In accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidance on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the Beijing Unistrong Science & Technology Co.Ltd(002383) articles of association, Beijing Unistrong Science & Technology Co.Ltd(002383) independent director system and other relevant provisions, as an independent director of the Fifth Board of directors of the company, we have reviewed the proposal of the 2021 annual board of directors of the company and relevant materials, After careful verification, the independent opinions on the deposit and use of the company's raised funds in 2021 are as follows:
1. It is verified that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations of the deposit and use of raised funds.
2. The special report of the board of directors on the use of raised funds in 2021 truly reflects the storage and use of raised funds in 2021.
3. As an independent director of the company, we agree with the opinions of Shanghai accounting firm (special general partnership) on the assurance report on the deposit and use of raised funds in 2020.
4、 Independent opinions on the renewal of the appointment of Shanghui accounting firm (special general partnership) as the audit institution of the company, in accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the Beijing Unistrong Science & Technology Co.Ltd(002383) articles of association, Beijing Unistrong Science & Technology Co.Ltd(002383) independent director system and other relevant provisions, As an independent director of the 5th board of directors of the company, we have reviewed the proposal of the 2021 annual board meeting of the company and relevant materials. After careful verification, we hereby express independent opinions on the renewal of the accounting firm of the company as follows: 1. The current audit institution of the company is Shanghui accounting firm (special general partnership), which is in the process of special audit and annual financial statement audit of the company, Strictly abide by the relevant provisions of the state and the requirements of the practice norms of certified public accountants, adhere to a fair and objective attitude to carry out the audit work, be diligent and responsible, show good professional ethics and professional quality, and well perform the audit responsibilities and obligations.
2. We believe that it is reasonable and feasible to continue to employ the firm in this year, and we agree to renew the appointment of Shanghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
5、 The explanations and independent opinions on the external guarantee and the occupation of funds by related parties during the reporting period are in accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf (2003) No. 56) and the notice of CSRC and CBRC on regulating the external guarantee behavior of listed companies (zjf (2005) No. 120) As an independent director of the 5th board of directors of the company, we reviewed the proposal of the board of directors of the company in 2021 and relevant materials. After careful verification, we hereby express independent opinions on the external guarantee of the company and the occupation of funds by related parties during the reporting period as follows:
1. By the end of the reporting period, the outstanding guarantees approved by the board of directors are as follows:
Review and approve guarantee
The guarantee provider guarantees the object of the guarantee, the guarantee amount of the guarantee period guarantee contract and the actual debt
Whether the insured amount (10000 yuan) is limited to signing time
be overdue
Beijing hezhongsi Beijing Beijing Unistrong Science & Technology Co.Ltd(002383) joint and several liability
Zhuang Technology Co., Ltd. space time IOT technology guarantees three years, August 8, 2018 Henan Zhongyuan Expressway Company Limited(600020) 00 no
Limited Company Limited
Beijing hezhongsi Guangzhou Jiou Electronics Co., Ltd
Zhuang Technology Co., Ltd. guarantees five years 2019 / 5 / 3140001992.96 no
Beijing hezhongsi Beidou Navigation Technology Co., Ltd
Zhuang Technology Co., Ltd. generally guarantees five years 1350011093.42 no
limited company
Beijing hezhongsi Guangzhou Zhongke Yatu joint and several liability
Zhuang Technology Information Technology Co., Ltd. guarantees 3000 on June 24, 2020 no
Limited company
Beijing hezhongsi Guangzhou Jiou Electronics Co., Ltd
Zhuang Technology Co., Ltd. guarantees 3000 on June 24, 2020 no
limited company
Beijing hezhongsi Guangzhou Zhongke Yatu joint and several liability
Zhuang Technology Co., Ltd. guarantees 30 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) in one year 2020 / 12 / 16 No
Limited company
Beijing hezhongsi Beijing Unistrong Science & Technology Co.Ltd(002383) (River)
Joint and several liability of Zhuang spacetime IOT (South) science and Technology Research Institute for half a year 2021 / 3 / 9 900 no
Technology Co., Ltd. guarantee
Beijing hezhongsi hezhongzhizao (River)
Joint and several liability of Zhuang spacetime IOT (South) Technology Co., Ltd. for half a year 2021 / 2 / 181000 no
Technology Co., Ltd. guarantee
Beijing hezhongsi time and space IOT (River)
Joint and several liability of Zhuang spacetime IOT (South) Technology Co., Ltd. for half a year 2021 / 2 / 19 900 no
Technology Co., Ltd. guarantee
Beijing hezhongsi Guangzhou Jiou Electronics Co., Ltd
Zhuang Technology Co., Ltd. generally guarantees 25514822551482 no
limited company
Beijing hezhongsi Guangzhou Jiou Electronics Co., Ltd
Zhuang Technology Co., Ltd. guarantees 300000 on October 21, 2021 no
limited company
Beijing hezhongsi Guangzhou Zhongke Yatu joint and several liability
Zhuang Technology Information Technology Co., Ltd. guarantees Enjoyor Technology Co.Ltd(300020) 00.00 on December 3, 2021 no
Limited company
2. By the end of the reporting period, the company's external guarantee balance (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) was 1109342 million yuan, accounting for 6.95% of the company's audited net assets in 2021;
3. By the end of the reporting period, the company's external guarantee balance (including the guarantee provided for subsidiaries within the scope of consolidated statements) was 1808638 million yuan, accounting for 11.33% of the company's audited net assets in 2021;
4. During the reporting period, the company's external guarantee performed the necessary review procedures in strict accordance with relevant laws and regulations, the Beijing Unistrong Science & Technology Co.Ltd(002383) articles of association and Beijing Unistrong Science & Technology Co.Ltd(002383) independent director system, and its decision-making procedures were legal and effective;
5. The company has established a perfect risk control system for external guarantee, and performed the obligation of information disclosure of external guarantee in strict accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, fully revealing the risks of external guarantee;
6. The company has no overdue external guarantee, and there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party's debt.
7. During the reporting period, the company did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals;
8. The capital transactions between the company and the controlling shareholders and other related parties are normal operating capital transactions, and there is no illegal occupation of the company's funds by related parties.
6、 Independent opinions on the company's daily related party transactions in 2022
In accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the articles of association, independent director system and other relevant provisions, as an independent director of the Fifth Board of directors of the company, we reviewed the proposal of the 2021 annual board of directors and relevant materials, and after careful verification, Independent opinions on the company's daily connected transactions in 2022 are as follows:
1. The board of directors of the company has provided us with the proposal on the prediction of daily connected transactions in 2022 and other relevant materials to be considered by the board of directors before the meeting of the board of directors, conducted necessary communication and obtained our prior approval;
2. When the board of directors of the company considered the above-mentioned expected matters of daily connected transactions, connected directors Guo Xinping, Wang Zhiqiang and Wang chongxiang avoided voting, and the decision-making procedures of the board of directors were legal and effective, in line with the articles of association and other relevant provisions.
3. The estimated price of the above daily connected transactions is determined by reference to the market price and through full negotiation between both parties. The pricing principle is reasonable and fair. The transaction matters follow the principle of "openness, fairness and impartiality", and there is no damage to the legitimate rights and interests of the company and other shareholders, especially the majority of minority shareholders.
4. The above connected transactions meet the needs of the company's production and operation development and are conducive to the company's long-term development.
5. To sum up, as an independent director of the company, we agree with the company's expected daily related party transactions in 2022.
7、 Proposal on the company's and its subsidiaries' use of the financial assistance and guarantee amount of Zhengzhou airport Xinggang Investment Group Co., Ltd. and its subsidiaries and related party transactions
This transaction of the company meets the needs of the company's operation and development and will have a positive impact on the company's operation. It is determined that there is a reasonable loan interest rate and interest settlement method, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders. At the same time, we have supervised the convening, convening, deliberation and voting procedures of the company's board of directors in reviewing the above proposals, and believe that they comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to submit the matter to the general meeting of shareholders for deliberation.
8、 Independent opinions on the provision for asset impairment and write off of assets in 2021
The company's provision for asset impairment and write off of assets this time comply with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, reflect the principle of accounting prudence, and can objectively and fairly reflect the company's financial situation and operating results on a full and reasonable basis. The provision for asset impairment and write off of assets this time are in line with the overall interests of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree with the company's provision for asset impairment and write off of assets.
9、 Independent report on the remuneration of directors of the company in 2022
