Relevant matters approved by the 5th meeting of the independent board of directors

Utour Group Co.Ltd(002707) independent director

Related matters of the third meeting of the 5th board of directors

Prior approval opinions

In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the Utour Group Co.Ltd(002707) articles of Association (hereinafter referred to as the "articles of association"), As an independent director of Utour Group Co.Ltd(002707) (hereinafter referred to as "the company" or " Utour Group Co.Ltd(002707) group"), after reviewing relevant documents and based on independent judgment, we checked relevant matters considered at the third meeting of the Fifth Board of directors of the company and issued the following prior approval opinions:

1、 Prior approval opinions on the proposal on renewing the appointment of China Securities Tiantong Certified Public Accountants (special general partnership) as the audit institution of the company in 2021

After audit, we believe that China Securities Tiantong Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related business license, has professional quality and rich experience in audit business, can meet the requirements of the company's financial audit in the process of serving as the company's audit institution, adheres to the principle of independent audit in the audit process, and the audit opinion objectively and fairly reflects the company's operating results, The professional reports issued for the company are objective and fair. In the audit process of 2021, he practiced fairly, worked diligently and efficiently, overcame many inconveniences and difficulties caused by the epidemic, successfully completed the audit of the company's 2021 financial report, and agreed that the audit fee of 2021 was 850000 yuan; In order to maintain the continuity of the company's audit work, we unanimously agree to appoint China Securities Tiantong Certified Public Accountants (special general partnership) as the company's audit institution in 2022.

We agree to submit this proposal to the third meeting of the Fifth Board of directors of the company for deliberation.

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(there is no text on this page, which is the signature page of Utour Group Co.Ltd(002707) independent directors' prior approval opinions on matters related to the resolutions of the third meeting of the Fifth Board of directors of the company) independent directors:

Zhang Zhishun, Huang Zhenzhong

Huang Haijun

April 5, 2022

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