Independent opinions of the independent directors of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. on the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. issued by Shanghai Stock Exchange
In accordance with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. and the independent director system of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd., we are the independent directors of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. (hereinafter referred to as the "company"), With a serious and responsible attitude, the company received the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. (SSE Kechuang Gong Han [2021] No. 0132) (hereinafter referred to as the "inquiry letter") issued by the management department of science and Innovation Board of Shanghai Stock Exchange on December 27, 2021, Having reviewed the documents necessary for issuing this independent opinion, and based on independent and objective judgment, we hereby express the following independent opinions on the above matters:
1、 Independent opinions on the company's reply to the inquiry letter
About question 1: the specific time, signatories, main terms, agreement on liability for breach of contract, respective amounts of Xintong No. 1 and Xinfu No. 3 contracts, as well as the independent opinions on the disclosure of information on the performance of the above transactions
After verification, the company has disclosed the signing time, signatories, main terms, liability for breach and other important terms of Xinyuan asset Xintong No. 1 single asset management plan asset management contract and Xinyuan asset Xinfu No. 3 single asset management plan asset management contract (hereinafter referred to as "asset management contract"), At the same time, check the relevant payment vouchers, the receipt and reply on entrusted financial management issued by Xinyuan assets, as well as the relevant disclosure documents such as the information of the third meeting of the company. The company and its subsidiary Zhejiang Jinchun Information Technology Co., Ltd. (hereinafter referred to as "Zhejiang Jinchun" or "subsidiary") are not found to have breached the contract, and the company and its subsidiaries are not investigated for liability for breach of contract due to violation of the provisions of the asset management contract. The entrusted property actually invested by the company and its subsidiaries is 80 million yuan, and the entrusted property actually invested by its subsidiaries is 40 million yuan, totaling 120 million yuan. The company publicized the amount of the company's single asset management plan as of December 31, 2020 through the 2020 annual report of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. disclosed on April 21, 2021. The progress announcement of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. on entrusted financial management was disclosed on December 28, 2021, indicating that the total scale of installment payment of entrusted property of Xintong No. 1 and Xinfu No. 3 has been adjusted to 80 million yuan and 40 million yuan. The reply on entrusted financial management of Xinyuan assets also made it clear that the total scale of entrusted property cycle investment of Xintong No. 1 has been adjusted to 80 million yuan and that of entrusted property cycle investment of Xinfu No. 3 has been adjusted to 40 million yuan.
About question 2: your company said that the general meeting of shareholders held on April 7, 2020 considered and approved the proposal on using idle raised funds for investment and financial management, and planned to use a single investment of no more than 300 million yuan for investment and financial management. The general meeting of shareholders authorized the board of directors to exercise decision-making power within the above amount. The asset management scale of this time is 5 billion yuan, far exceeding the investment and financial management quota of 300 million yuan granted to the board of directors by the general meeting of shareholders on April 7, 2020. Please explain whether the signing of the above contract has been considered by the board of directors and the general meeting of shareholders. If not, please explain the decision-making procedures performed and the independent opinions replied by the decision-makers
After verification, the entrusted property amount of the asset management contract signed by the company and its subsidiaries is the total amount actually delivered by the company and its subsidiaries of 120 million yuan.
The company held the 10th meeting of the second board of directors on March 19, 2020, deliberated and adopted the proposal on investment and financial management with idle funds, which has been deliberated and adopted at the 2019 annual general meeting of shareholders. During the effective period of the proposal, the company paid 120 million yuan for the purchase of Xintong No. 1 and Xinfu No. 3 financial products, which did not exceed the scope of entrusted financial management quota deliberated and approved by the board of directors and the general meeting of shareholders. According to the articles of association and other company systems, the application for signing the asset management contract was submitted by the Finance Department of the company, submitted to the chief financial officer for review, and finally signed and approved by the chairman of the board of directors, which fulfilled the internal approval procedures.
About question 3: the company said that the contract amount of 5 billion yuan is the template amount of the custodian's asset management contract, which is not the actual investment amount of the company. After negotiation with the other party, the actual payment amount of the company shall prevail. Please explain the basis and source of the above statement and your independent opinion on the reply
According to the verification of the asset management contract and the reply on entrusted financial management of Xinyuan assets, RMB 5000000000 is the total scale of circular cumulative investment. The amount of entrusted property invested by the company is 80 million yuan actually delivered, and the amount of entrusted property invested by subsidiaries is 40 million yuan actually delivered, totaling 120 million yuan.
About question 4: your company said that it had recently reached an agreement with the manager Xinyuan assets and the custodian Bank Of Shanghai Co.Ltd(601229) to reduce the total scale of Xintong No. 1 entrusted property to 80 million yuan and Xinfu No. 3 entrusted property to 40 million yuan. Subsequently, up to the product maturity date, the total investment scale of the above products was 120 million yuan. Please supplement and disclose your company's independent opinions on whether the supplementary contract has been signed in the above negotiation, the arrangement of liability for breach of the above 5 billion yuan asset management contract, and the main terms of the supplementary contract (if signed)
After verification, the company and its subsidiaries have applied to Xinyuan assets to reduce the total scale of installment payment of entrusted property to 80 million yuan and 40 million yuan on December 22, 2021, which has been confirmed and agreed by Xinyuan assets receipt, and the adjusted scale has been filed with the fund industry association. At the same time, the asset management contract does not set default clauses for the total amount of entrusted property and payment time of investors. As of the date of issuance of this independent opinion, no breach of contract has been found between the company and its subsidiaries. According to the reply on entrusted financial management provided by Xinyuan assets, it is also clear that there is no breach of contract between the company and its subsidiaries.
About question 5: please check and disclose your company's foreign investment, entrusted financial management, decision-making procedures and information disclosure since listing, and explain whether there is any independent opinion on whether there is any decision-making and disclosure not in accordance with the regulations
After verification, we believe that as of the date of issuance of this independent opinion, the company has fulfilled the necessary decision-making procedures for foreign investment and entrusted financial management, and there are no undisclosed matters of foreign investment and entrusted financial management.
2、 Is there any factual basis for the contents of the company's announcement
After verification, we believe that the contents of the company's announcement have factual basis, and there are no false records, misleading statements or major omissions.
3、 Possible liabilities or risks for breach of contract of the company for relevant matters
According to the asset management contract, the reply on entrusted financial management issued by Xinyuan assets and the interview records with Xinyuan asset financial manager, as of the date of issuance of this independent opinion, no breach of contract has been found in the company and its subsidiaries, and the company and its subsidiaries do not have the risk of being investigated for breach of contract due to violation of the provisions of the asset management contract.
4、 Risk tips
The financial market is greatly affected by macroeconomic, fiscal and monetary policies. The asset management plan may face principal loss risk, market risk, management risk and other risks. Investors are reminded to pay attention to investment risks.
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(there is no text on this page, which is the signature page of the independent opinions of the independent directors of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. on the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. of Shanghai Stock Exchange)
Huang Suwen, Guo tuohong, Feng Yan
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