Nacity Property Service Group Co.Ltd(603506) independent opinions of independent directors
Nacity Property Service Group Co.Ltd(603506)
Opinions of independent directors on matters related to the second meeting of the third board of directors
separate opinion
In accordance with the provisions of the company law, the securities law, the rules for independent directors of listed companies, the articles of association and other laws, regulations and normative documents, as an independent director of Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as the “company”), in line with the attitude of being responsible to the company and shareholders and the principle of seeking truth from facts, he carefully reviewed the relevant matters of the second meeting of the third board of directors of the company and made independent judgment, Express the following independent opinions:
1、 Independent opinions on the company’s profit distribution plan in 2021
The profit distribution plan for 2021 proposed by the board of directors of the company is in line with the actual situation of the company, in order to better ensure the stable and rapid development of the company and better repay shareholders, without damaging the interests of all shareholders.
We believe that the 2021 profit distribution plan of the company is put forward on the premise of ensuring the normal operation and long-term development of the company and comprehensively considering the operation and development of the company and the interests of the majority of investors, which is conducive to the majority of investors to share the operating results of the development of the company and match the operating performance and future development of the company.
Therefore, all independent directors agree to the 2021 profit distribution plan proposed by the board of directors and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinion on internal control evaluation report in 2021
The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and there are no major defects in internal control over financial reporting or non-financial reporting. The evaluation of the company’s internal control objectively reflects the real situation of the company’s internal control and complies with the provisions and requirements of normative documents such as the guidelines on internal control of listed companies of Shanghai Stock Exchange.
3、 Independent opinion on the renewal of the company’s 2021 financial audit institution
Tianjian Certified Public Accountants (special general partnership) was diligent and conscientious during its tenure as the company’s audit institution in 2021, showing good service awareness, professional ethics and performance ability. The review and voting procedures of the company’s renewed appointment of accounting firm comply with the provisions of relevant laws, regulations and the articles of association. It is agreed to continue to employ Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for a period of one year
Nacity Property Service Group Co.Ltd(603506) independent opinions of independent directors
And agreed to submit this proposal to the board of directors of the company for deliberation.
4、 With regard to the independent opinion on confirming the remuneration of the company’s directors, supervisors and senior managers in 2021, we have carefully checked the remuneration of the company’s directors, supervisors and senior managers in 2021, and believe that the remuneration of the company’s directors, supervisors and senior managers in 2021 is implemented according to the company’s assessment system, and the procedures of performance assessment and salary payment comply with relevant laws The regulations and the articles of association are in line with the actual situation of the company.
5、 Independent opinions on adjusting the internal investment structure of some investment projects with raised funds
The internal investment structure adjustment of the company’s investment project with raised funds is based on the actual operation of the company, which is in line with the current market environment, is conducive to improving the use efficiency of raised funds, further improving the company’s core competitiveness and in line with the company’s development strategy. This adjustment of the investment project of raised funds complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and conforms to the interests of the company and all shareholders. It is agreed that the company will adjust the investment projects with raised funds this time.
6、 Independent opinions on using raised funds to increase capital to wholly-owned subsidiaries
This time, the company used part of the raised funds to increase the capital of 20 million yuan to Zhejiang Yuedu Network Technology Co., Ltd. for the construction of community o2o platform construction project. This capital increase does not involve the change of raised investment projects, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. After the completion of the raised investment project, it is conducive to comprehensively improve the core competitiveness of the company and is in line with the interests of the company and all shareholders. The use, purpose and decision-making procedures of the raised funds comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock exchange No. 1 – standardized operation, and the company’s management system for raised funds. We agree that the company will use the raised funds to increase capital to the wholly-owned subsidiary for the construction of raised investment projects.
7、 Independent opinions on using idle raised funds for cash management
On the premise of ensuring that the normal progress of the investment plan of the raised funds is not affected, the company uses the temporarily idle raised funds for cash management, which is conducive to improving the efficiency of the use of funds, does not affect the normal operation of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the shareholders of the company. The matter has fulfilled the necessary decision-making and deliberation procedures and complies with the provisions of relevant laws and regulations. Therefore, it is unanimously agreed that the company will use the raised funds for cash management.
Nacity Property Service Group Co.Ltd(603506) independent opinions of independent directors
8、 Independent opinions on using idle self owned funds for cash management
On the premise of ensuring normal operation and capital safety, the company purchases financial products with idle self owned funds, which is conducive to improving the use efficiency of idle funds and obtaining certain investment income, will not affect the normal development of the company’s main business and will not harm the interests of shareholders. The purchase of financial products with idle self owned funds has fulfilled the necessary approval procedures and complies with the provisions of relevant laws and regulations. Therefore, it is agreed that the company will use idle self owned funds for financial management, which is valid from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
9、 Independent opinions on the company’s application for comprehensive credit line from the bank
The company plans to apply to the bank for a comprehensive credit line with a total line of no more than RMB 300 million, and the authorization is valid from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting. The purpose of this matter is to ensure the normal operation of working capital turnover and production and operation, meet the needs of the company’s business development, and the company is in good operating condition and has strong solvency. The application for comprehensive bank credit line is in line with the interests of the company and does not damage the interests of the company and all shareholders.
10、 Independent opinions on the formulation of the company’s shareholder dividend return plan for the next three years (20222024)
The dividend return plan for shareholders in the next three years (20222024) formulated by the company complies with the provisions of relevant laws and regulations, normative documents, the articles of association and the actual situation of the company, is conducive to protecting the legitimate rights and interests of investors, and can maintain the continuity and stability of the company’s profit distribution policy on the premise of ensuring the normal operation and development of the company. Therefore, all independent directors agree to the company’s dividend plan and agree to submit it to the company’s 2021 annual general meeting for deliberation.
Nacity Property Service Group Co.Ltd(603506) independent directors: Jia Shenghua, Zhou Hongwei, Zhao Gang
