Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Independent directors’ opinions on the 9th meeting of the 4th board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the rules for independent directors of listed companies and other laws and regulations In accordance with the normative documents and the relevant provisions of the articles of association and the working system of independent directors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”), we, as independent directors of the company, in a serious, responsible and independent judgment attitude, hereby express the following independent opinions on the relevant matters of the ninth meeting of the Fourth Board of directors of the company: I Independent opinions on the company’s self evaluation report on internal control in 2021
After verification, we believe that the company’s internal control system meets the requirements of relevant national laws, regulations and securities regulatory authorities, can meet the requirements of the company’s management and development, can provide reasonable guarantee for the preparation of true and fair financial statements, and can ensure the healthy operation of the company’s business activities and the control of business risks. The company’s self-evaluation report on internal control in 2021 comprehensively and objectively reflects the actual situation of the company’s internal control operation.
2、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
After verification, we believe that the content of the special report on the storage and use of raised funds in 2021 prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The deposit and use of the company’s raised funds in 2021 have fulfilled the necessary procedures and comply with the relevant laws, administrative regulations, normative documents, the articles of association and the company’s raised funds management system. There is no illegal, illegal or harmful situation in the deposit and use of the raised funds, especially the interests of the company’s shareholders, small and medium-sized shareholders.
3、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the plan proposed by the board of directors of the company not to carry out profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, and there is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, we agree to the proposal on no profit distribution in 2021. And agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the remuneration of directors and senior managers of the company in 2022
After verification, we believe that the remuneration plan for directors and senior managers formulated by the company in 2022 is consistent with the actual operation and development level of the company, and there is no damage to the interests of the company and shareholders. The proposal on the remuneration scheme of directors in 2022 and the proposal on the remuneration scheme of senior managers in 2022 were carefully discussed by the remuneration and assessment committee of the board of directors and submitted to the board of directors for deliberation. According to relevant laws and regulations, the remuneration of senior managers does not need to be submitted to the general meeting of shareholders for deliberation. Therefore, we agree to submit the relevant proposal on the remuneration of directors to the 2021 annual general meeting of shareholders for deliberation.
5、 Independent opinions on the company’s application for bank credit line in 2022
After verification, we believe that the credit line applied by the company is to meet the capital needs of the normal operation of the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company’s consolidated statements). The company is in good operation and the risk is controllable. This application for bank credit line complies with the provisions of relevant laws and regulations, is conducive to the long-term development of the company, and does not damage the interests of the company or minority shareholders. In conclusion, we unanimously agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the prediction of daily related party transactions in 2022
After verification, the actual total amount of the company’s daily connected transactions in 2021 is less than 80% of the expected total amount. The above difference is mainly affected by the reduction of relevant business demand, which belongs to normal business behavior, and will not have a significant impact on the company’s daily operation and performance, damage the interests of the company and minority shareholders, and affect the independence of listed companies. We believe that the daily connected transactions between the company and its related party, Beijing Ruilian Tongzheng Network Technology Co., Ltd., are carried out on the principle of voluntariness, openness, fairness and fairness. The transaction behavior meets the needs of the company’s business development and is conducive to the synergy between the company and its related parties. It is reasonable and necessary. There is no damage to the interests of the company and all shareholders and will not affect the independence of the company’s business. During the deliberation of the board of directors, the related directors avoided voting, and the deliberation procedure was legal and compliant. Therefore, we unanimously agree to the motion.
7、 Independent opinions on Amending the articles of Association
After verification, we believe that the revised articles of association of the company complies with the requirements of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange, the actual situation of the company and does not damage the interests of the company and all shareholders. We unanimously agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on capital occupation and guarantee of related parties of the company in 2021
(1) During the reporting period, the company strictly complied with the relevant provisions and requirements of the China Securities Regulatory Commission and Shenzhen Stock Exchange on capital exchanges between listed companies and related parties, and verified and supervised the occupation of funds by controlling shareholders, actual controllers and other related parties during the reporting period. After verification, the company did not have any illegal occupation of funds by controlling shareholders and other related parties, There is no violation of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other relevant provisions.
(2) During the reporting period, the company strictly complied with the relevant provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules, guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the articles of association and the company’s external guarantee management system, and provided a guarantee limit of 20 million yuan for the secondary wholly-owned subsidiary to apply for credit from the bank, which was prudent and reasonable, It meets the needs of the company’s business development and does not damage the interests of the company’s shareholders or cause the loss of the company’s assets. In addition, the company does not provide guarantees for controlling shareholders and other related parties, any unincorporated unit or individual, nor does it provide guarantees for controlling shareholders and other related parties, any unincorporated unit or individual that occurred in previous years and continued to the reporting period.
(there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of the independent opinions of the independent directors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. on matters related to the ninth meeting of the Fourth Board of directors) signed by all independent directors:
Fang Jun, Zhang Pengzhou, Hu Tianlong
April 20, 2022
