Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
Beijing Thunisoft Co.Ltd(300271) independent director
Independent opinions on relevant matters
As an independent director of Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as the “company”) in accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market and other relevant laws and regulations, normative documents and the relevant provisions of Beijing Thunisoft Co.Ltd(300271) articles of Association (hereinafter referred to as the “articles of association”), We attended the 27th meeting of the 7th board of directors held by the company and expressed the following independent opinions on the relevant matters considered at the meeting:
1、 Independent opinions on profit distribution plan in 2021
After verification, we believe that the profit distribution plan for 2021 proposed by the board of directors is in line with the actual situation and future development needs of the company, the company law, the share repurchase rules of listed companies and other relevant laws and regulations, as well as the relevant provisions on profit distribution in the articles of Association. We agree to the profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the internal control evaluation report of the company in 2021
After verification, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The 2021 internal control evaluation report prepared by the company truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Independent opinions on the remuneration of directors and senior managers of the company in 2022
After verification, we believe that the remuneration scheme of directors and senior managers of the company in 2022 complies with relevant laws and regulations, the articles of association and other relevant provisions. We agree to the remuneration plan of the company’s directors and senior managers, and agree to submit the remuneration of directors in 2022 to the general meeting of shareholders for deliberation.
4、 Opinions on the deposit and use of special funds raised in 2021
After verification, we believe that the company’s special report on the storage and use of raised funds in 2021 objectively and truly reflects the actual situation of the company’s storage and use of raised funds. The deposit and use of the company’s raised funds comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, the articles of association and so on. There is no illegal deposit and use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
5、 Independent opinions on the renewal of accounting firm
After verification, we believe that Dahua Certified Public Accountants (special general partnership) has many years of experience and ability to provide audit services for listed companies, and can meet the requirements of the company’s financial audit. In order to better meet the needs of the company’s future business development, we agree to renew Dahua certified public Accountants (special general partnership) as the company’s audit institution in 2021. The reappointment of the accounting firm complies with relevant laws and regulations and will not affect
Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
Audit quality of the company’s accounting statements. This renewal and its review procedures comply with relevant laws and regulations, the articles of association and other relevant provisions, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The board of directors of the company has obtained our prior approval before issuing the proposal on renewing the appointment of accounting firms. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on repurchase and cancellation of class I restricted shares in 2021 restricted stock incentive plan
After verification, we believe that the repurchase and cancellation of the company conforms to the relevant laws and regulations, normative documents such as the company law, the securities law and the relevant provisions of the restricted stock incentive plan for 2021 (Draft), does not damage the rights and interests of the company and all shareholders, will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management team. We agree that the company repurchases and cancels some class I restricted shares granted but not unlocked in the restricted stock incentive plan in 2021, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on Abolishing the second type of restricted shares in the incentive plan for restricted shares in 2021
After verification, we believe that the cancellation of the second type of restricted shares in the 2021 restricted stock incentive plan complies with relevant laws and regulations, normative documents and the relevant provisions of the 2021 restricted stock incentive plan (Draft), does not damage the rights and interests of the company and all shareholders, will not have a significant impact on the company’s operating performance, and will not affect the diligence of the company’s management team. We agree that the company will cancel part of the class II restricted shares granted but not yet vested in the restricted stock incentive plan in 2021.
8、 Independent opinion on cancellation of some stock options granted in 2018 stock option incentive plan
After verification, we believe that the cancellation of some stock options granted in the 2018 stock option incentive plan of the company complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2018 stock option incentive plan (Draft), does not damage the rights and interests of the company and all shareholders, will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management team. We agree that the company will cancel some stock options granted in the 2018 stock option incentive plan.
9、 Independent opinions on the occupation of funds by controlling shareholders and other related parties in 2021
After verification, the company did not occupy the company’s funds by controlling shareholders and other related parties during the reporting period, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period.
10、 Independent opinions on external guarantee in 2021
After verification, the company did not provide guarantees for controlling shareholders, other related parties, any unincorporated units or individuals during the reporting period. The company’s external guarantee is to provide guarantee for the wholly-owned subsidiary Beijing Huayu Information Technology Co., Ltd. to apply for comprehensive credit from the bank. In addition, the company has no other external guarantees during the reporting period. The contents and decision-making procedures of the above guarantee matters comply with the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM
Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
The provisions of relevant laws and regulations, normative documents and the articles of association do not damage the legitimate rights and interests of public shareholders.
11、 Independent opinion on matters involved in non-standard unqualified audit report
Dahua Certified Public Accountants (special general partnership) hired by the company issued an unqualified audit report with emphasis on the financial report of the company in 2021. As an independent director of the company, we have carefully reviewed the unqualified opinion audit report with highlighted items issued by Dahua Certified Public Accountants (special general partnership) and the special instructions of the board of directors on the matters involved in the unqualified opinion audit report with highlighted items issued by the board of directors of the company in 2021. We believe that:
1. The unqualified audit report with highlighted items issued by Dahua Certified Public Accountants (special general partnership) truly and objectively reflects the financial status and operation of the company in 2021. We have no objection to the audit report.
2. We agree that the company’s “special statement of the board of directors on the matters involved in the company’s 2021 audit report with unqualified opinions with emphasized matters” will urge the board of directors and management of the company to continue to pay attention to the emphasized matters, timely perform relevant information disclosure obligations, and effectively safeguard the rights and interests of the company and all shareholders.
Independent director: Zhu HengYuan, Luo Ting, Guo Xiuhua April 15, 2002
