Jsti Group(300284) independent director
Independent opinions on matters related to the fifth meeting of the Fifth Board of directors
In accordance with relevant laws, regulations and rules, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, rules for independent directors of listed companies, independent director system of Jsti Group(300284) , Independent opinions on relevant matters of the fifth meeting of the Fifth Board of directors of the company are as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
After careful consideration of the company’s 2021 profit distribution plan, we believe that the profit distribution plan is in line with the current actual situation of the company, matches the growth of the company’s performance, does not violate the relevant provisions of the company law, the articles of association and the Jsti Group(300284) shareholder dividend return plan (20202022) (Revised Draft), and does not damage the interests of the company’s shareholders, especially small and medium-sized shareholders. To sum up, we unanimously agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The company’s current internal control system and control system have been basically established and improved, which can meet the requirements of the company’s management and the needs of the company’s development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company’s business activities and the implementation of relevant national laws and regulations and the company’s internal rules and regulations. The company’s self-evaluation report on internal control in 2021 truly, completely and objectively reflects the company’s internal control status and the establishment and improvement of various systems in 2021.
3、 Independent opinion on the company’s reappointment of the audit institution in 2022
Through the detailed understanding and evaluation of the quality and service level of audit services provided by Tianheng Certified Public Accountants (special general partnership) for the company over the years, the firm has the qualification to engage in securities business and rich experience and professional quality in the audit of listed companies. The project personnel adhere to the principles of independence, objectivity and impartiality, are serious and responsible, show good professional standards and provide services for the company
Provided high-quality audit services, followed the practice standards of Chinese certified public accountants, and expressed audit opinions objectively and fairly. The time limit for the signing certified public accountant to provide audit services for the company continuously shall not exceed five years. In order to maintain the continuity of audit work, we unanimously agree to renew the appointment of Tianheng as the audit institution of the company in 2022, and the appointment period is one year from the date of deliberation and approval by the general meeting of shareholders. The audit fee in 2022 is determined to be 1.5 million yuan.
4、 Independent opinions on the application for comprehensive credit and guarantee of the company and its subsidiaries in 2022
In accordance with the relevant provisions of laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, rules for independent directors of listed companies, rules for listing shares on gem of Shenzhen Stock Exchange and the articles of association, we express the following opinions: the guaranteed objects are the wholly-owned subsidiaries and holding subsidiaries of the company, Financial risks are within the scope of effective control. Bank credit is mainly to meet the daily operation needs of the company and its subsidiaries. The company and its subsidiaries provide guarantee for themselves, mutual guarantee between the company and its subsidiaries and mutual guarantee between its subsidiaries will not damage the interests of the company and its shareholders. Therefore, it is agreed that the company and its subsidiaries apply for comprehensive credit and guarantee in 2022.
5、 Independent opinions on related party transactions of the company in 2021 and daily related party transactions in 2022
The daily related party transactions between the company and related parties are the needs of the company’s daily production and operation. The implementation of the company’s daily connected transactions in 2021 was carried out on the basis of equality and mutual benefit and did not damage the interests of the company and shareholders. In 2022, it is expected that the approval procedures of daily connected transactions comply with relevant regulations, the transaction behavior is reasonable, and the transaction pricing complies with market principles. Agree to the transaction.
6、 Independent opinions on the company’s prevention of capital occupation and external guarantee by controlling shareholders and related parties in 2021
1. During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties, nor did it occupy the company’s funds in disguised form through unfair related party transactions.
2. During the reporting period, the company did not provide guarantees for controlling shareholders and other related parties, any legal entity or individual, nor did it provide guarantees for other related parties other than subsidiaries of the company.
7、 Independent opinion on the provision for asset impairment in 2021
The company withdraws bad debt reserves in strict accordance with relevant laws and regulations and financial system. The basis is sufficient and can fairly reflect the company’s financial status and operating results, so that the company’s accounting information about asset value is more authentic, reliable and reasonable, without damaging the interests of the company and small and medium-sized shareholders. The approval procedures comply with relevant laws and regulations and the articles of association. We agree that the company’s provision for asset impairment is 40973527623 yuan.
8、 The independent opinions on the special report on the deposit and use of the company’s raised funds in 2021 are in accordance with the relevant provisions of the gem stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, We have carefully checked the deposit and use of the company’s raised funds in 2021 and issued the following independent opinions: 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, comply with the relevant provisions of the company’s raised funds management system, and there are no violations in the deposit and use of raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
9、 Independent opinions on the remuneration and assessment scheme of directors and senior executives in 2022
We believe that the remuneration and assessment plan of the company’s directors and senior managers is formulated in combination with the company’s actual operation and the development level of the industry and region, which is conducive to mobilizing the enthusiasm of the company’s directors and senior managers, strengthening the awareness of diligence and responsibility, promoting the company to improve the overall management level and operating efficiency, and conducive to the long-term development of the company. The related directors avoided voting on the proposal, and the voting procedure of the proposal was legal and effective, in line with the provisions of the company law, the articles of association and other relevant laws, regulations and normative documents.
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Zhang Hanyu, Yang xiongsha Hui
Jsti Group(300284) board of directors April 17, 2022
