Primeton Information Technologies Inc(688118) independent directors
Independent opinions on matters related to the 7th Meeting of the 4th board of directors
Primeton Information Technologies Inc(688118) (hereinafter referred to as “the company”) held the 7th Meeting of the 4th board of directors (hereinafter referred to as “the meeting”) on April 20, 2022. As independent directors of the company, we are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the rules for independent directors of listed companies and other laws and regulations, as well as the Primeton Information Technologies Inc(688118) articles of Association (hereinafter referred to as the “articles of association”) In accordance with the working system of Primeton Information Technologies Inc(688118) independent directors and other relevant provisions, after consulting the relevant materials and understanding the relevant situation provided by the company, based on the independent and objective position and in a prudent and responsible attitude, the independent opinions on the relevant proposals considered at this meeting are as follows:
1、 Independent opinions on profit distribution plan in 2021
1. The profit distribution plan is as follows:
Audited by Zhonghua Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s profit available for distribution at the end of the period was RMB 19018871326. According to the resolution of the 7th Meeting of the 4th board of directors, the company plans to distribute profits in 2021 based on the total share capital registered on the equity distribution registration date minus the shares in the company’s special securities repurchase account. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of 5.00 yuan (including tax) to all shareholders for every 10 shares. As of March 2, 2022, the total share capital of the company is 95400000 shares, and the total number of shares in the repurchase special securities account is 3582387 shares. Based on this calculation, the total cash dividend to be distributed is 4590880650 yuan (including tax). The total cash dividends of the company in 2021 accounted for 117.33% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of 2021. The company does not convert the capital reserve into share capital and does not give bonus shares.
3582387 shares of the company held by the company through the repurchase of special securities account will not participate in this profit distribution.
2. Independent opinion as an independent director
As independent directors, we believe that:
The company’s profit distribution plan for 2021 fully considers the company’s industry, profitability, current operation, future development planning and other factors, takes into account the reasonable return of shareholders and the normal operation needs of the company, and there is no obvious unreasonable situation such as cash out of major shareholders or the abuse of shareholders’ rights by relevant shareholders to improperly intervene in the company’s decision-making. The deliberation procedures of this profit distribution plan comply with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations, as well as the articles of association. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to this profit distribution plan and agree to submit the proposal to the general meeting of shareholders for deliberation. 2、 Independent opinions on the 2021 internal control evaluation report
The company has evaluated the effectiveness of internal control in accordance with the relevant requirements of laws, regulations and normative documents such as the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control, the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and issued the company’s 2021 internal control evaluation report. The report comprehensively, objectively and truly reflects the construction of the company’s internal control system and the implementation of the internal control system. According to the identification standards of internal control defects in financial reports and internal control defects in non-financial reports, the company has no major or important defects in internal control, and the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
3、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
The deposit and actual use of the company’s raised funds in 2021 comply with the relevant provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on the science and innovation board of Shanghai Stock Exchange No. 1 – standardized operation, and there are no violations in the management and use of raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The special report on the deposit and actual use of raised funds in 2021 is true, accurate and complete, and there are no false records, misleading statements or major omissions.
4、 Independent opinions on the renewal of accounting firm
Zhonghua Certified Public Accountants (special general partnership) to be renewed by the company has the qualification of securities and futures related business, and also has sufficient independence, professional competence and investor protection ability to meet the requirements of the company’s audit work. Meanwhile, Zhonghua Certified Public Accountants (special general partnership) abided by the professional standards of independence, objectivity and impartiality in the company’s audit work in 2021, earnestly performed the responsibilities of the audit institution, and the audit report issued for the company can objectively and fairly reflect the company’s financial status and operating results. The review procedure of the company’s renewed appointment of accounting firm complies with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we agree to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the company’s 2022 directors’ remuneration plan
After reviewing the proposal on the company’s directors’ remuneration scheme in 2022, the remuneration standard of directors in 2022 is formulated according to the articles of association, comprehensively investigating the remuneration level of regions and industries, and in combination with the actual operation of the company, which is conducive to mobilizing the work enthusiasm of directors, strengthening the awareness of diligence and responsibility of directors, and conducive to the sustainable and stable development of the company. The proposed remuneration of directors does not harm the interests of the company and shareholders, and complies with the provisions of relevant laws and regulations and the articles of association.
Therefore, we agree to the proposal on the remuneration plan of the company’s directors in 2022 and agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
After reviewing the proposal on the compensation plan for senior managers of the company in 2022, the compensation plan for senior managers of the company in 2022 is formulated according to the company’s scale, business objectives and the salary level of the industry. The compensation plan is conducive to effectively mobilize the work enthusiasm and initiative of senior managers of the company, promote the company to improve work efficiency, improve the company’s operation and management level, and ensure the realization of the company’s development strategic objectives, There is no circumstance damaging the interests of the company and shareholders.
Therefore, we agree to the compensation scheme in the proposal on the compensation scheme for senior managers of the company in 2022.
7、 Independent opinions on the company’s use of some over raised funds to permanently supplement working capital
Part of the over raised funds used by the company this time is 75 million yuan, which will permanently supplement the working capital and be used for the production and operation related to the main business, which can meet the working capital needs of the company, improve the use efficiency of the raised funds, reduce financial expenses and further improve the profitability of the company. The use of the over raised funds does not change the use purpose of the raised funds, affect the normal progress of the investment projects of the raised funds, or damage the interests of the company and all shareholders. The matter has fulfilled the necessary legal procedures and complies with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
In conclusion, we agree that the company will use part of the over raised funds to permanently supplement the working capital, and agree to submit the proposal to the general meeting of shareholders for deliberation.
8、 Proposal on shareholders’ dividend return plan for the next three years (20222024)
After review, we believe that the company’s “shareholder dividend return plan for the next three years (20222024)” meets the relevant requirements of laws, regulations, normative documents and the articles of Association issued by the China Securities Regulatory Commission, such as the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the Listing Rules of Shanghai Stock Exchange on the science and innovation board, Fully considering the willingness of investors to obtain reasonable investment return and the needs of the company’s sustainable development, the company has established a sustained and stable distribution policy and a scientific and reasonable dividend decision-making mechanism and supervision mechanism for the company, which is in line with the interests of the company and all shareholders. Therefore, we agree to the proposal on the plan for shareholders’ dividend return in the next three years (20222024) and agree to submit the proposal to the general meeting of shareholders for deliberation.
(no text below)
(there is no text on this page, which is the signature page of Primeton Information Technologies Inc(688118) independent director’s independent opinions on matters related to the seventh meeting of the Fourth Board of directors) signature of independent director:
Shi Jian
April 20, 2022
(there is no text on this page, which is the signature page of Primeton Information Technologies Inc(688118) independent director’s independent opinions on matters related to the seventh meeting of the Fourth Board of directors) signature of independent director:
Xu Jie
April 20, 2022
(there is no text on this page, which is the signature page of Primeton Information Technologies Inc(688118) independent director’s independent opinions on matters related to the seventh meeting of the Fourth Board of directors) signature of independent director:
Sun Pengcheng
April 20, 2022
