China Dive Company Limited(300526)
Independent directors’ opinions on the 34th meeting of the 4th board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws, regulations, rules and regulations, the articles of association of China Dive Company Limited(300526) (hereinafter referred to as the “company”) and the rules of procedure of the board of directors, as independent directors of the company, based on the principle of prudence and objectivity and independent judgment, Express the following independent opinions on relevant matters of the 34th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
According to the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, combined with the capital needs of the company’s daily operation, and comprehensively considering the company’s long-term development, business plan and actual business situation in 2022, the profit distribution plan of the company in 2021 is: no profit distribution, no conversion of provident fund into share capital and no bonus shares.
We believe that the decision is made in accordance with the relevant requirements of the CSRC and in combination with the current actual situation of the company. There is no violation of the relevant provisions of the company law and the articles of association, does not damage the interests of the shareholders of the company, especially the minority shareholders, and is conducive to the normal operation and sustainable development of the company. We agree with the contents of the plan and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
Independent directors sun Changxing and Bao Jinhong believe that the self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the current construction, implementation and supervision of the company’s internal control system. The company’s internal control system structure is reasonable, which can meet the needs of the company’s management and development, and basically achieve the expected objectives of internal control. We will continue to pay attention to the effect of the company’s internal control, earnestly safeguard the legitimate rights and interests of the company and all shareholders, and ensure the sustainable, stable and healthy development of the company.
Bao Qun, an independent director, believes that the company’s 2021 internal control self-evaluation report shows that there are still unresolved remaining problems and the impact has not been eliminated. Therefore, there are doubts about the internal control self-evaluation report.
3、 Special instructions and independent opinions on the occupation of the company’s funds by the controlling shareholders and their related parties and the company’s external guarantee
In accordance with the company law, the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies, the notice on regulating the external guarantees of listed companies, the guidelines for the articles of association of listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange and other relevant provisions of the CSRC, the funds occupied by the controlling shareholders and related parties during the reporting period of the company We have carefully understood and verified the external guarantee and express the following independent opinions:
1. During the reporting period, there was no abnormal occupation of the company’s funds by controlling shareholders and other related parties. 2. During the reporting period, the company did not provide guarantees for controlling shareholders, other related parties, any legal entity or individual. The company also has no illegal external guarantees that occurred in previous years and accumulated to the end of the reporting period. The company can strictly implement the provisions on external guarantee, and there is no violation of external guarantee.
4、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers in 2022
After verification, the independent directors believe that the remuneration scheme of directors, supervisors and senior managers in 2022 complies with the articles of association and relevant laws and regulations, conforms to the actual operation of the company, is conducive to strengthening the diligence of directors, supervisors and senior managers, motivates the management to improve work efficiency, and is conducive to the sustainable and stable development of the company. We unanimously agree on this remuneration plan and agree to submit the relevant contents of the proposal to the general meeting of shareholders for deliberation.
5、 Prior approval opinions and independent opinions on the prediction of daily connected transactions in 2022
1. Prior approval opinion
The independent directors believe that the company’s daily connected transactions in 2022 are expected to meet the needs of the company’s normal business development, and the relevant transaction agreements will be signed by the participants within the expected scope according to the actual situation. The connected transactions follow the principles of objectivity, fairness, voluntariness and mutual benefit, and the transaction price adopts the principle of fair pricing, which will be determined by both parties through negotiation, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed to submit the proposal on the prediction of daily connected transactions in 2022 to the 34th meeting of the Fourth Board of directors for deliberation.
2. Independent opinion
The independent directors believe that the prediction of the company’s daily connected transactions in 2022 meets the needs of the company’s normal operation, the interests of the company and all shareholders, the execution price and conditions are fair, the necessary procedures have been performed, and the requirements of the company law, the rules for listing shares on the gem of Shenzhen Stock Exchange and other documents and the provisions of the articles of association have been met. They agree with the prediction of the company’s daily connected transactions in 2022.
6、 Independent opinions on the company and its subsidiaries applying for comprehensive credit from financial institutions and providing guarantee for subsidiaries in 2022
The comprehensive credit and guarantee meet the needs of the company’s operation and development, promote the business development of the company and its subsidiaries, solve their production and operation and capital needs, and improve the approval efficiency. This time, the overall guarantee scope and amount of the company are clarified, which is conducive to the standardized operation of the company.
The company’s subsidiaries have good reputation and operation status. The company has the ability to control its operation and management risks during the guarantee period. This guarantee will not have an adverse impact on the normal operation and business development of the company and its subsidiaries. The approval of this matter complies with the provisions of relevant laws, regulations and the articles of association. Its decision-making process is legal and effective and will not damage the interests of the company and minority shareholders.
We agree that the company and its subsidiaries apply to financial institutions for comprehensive credit and provide guarantees for subsidiaries, and agree to submit them to the general meeting of shareholders for deliberation.
7、 Independent opinions on changes in accounting policies
This accounting policy change is a reasonable change according to the requirements of relevant documents of the Ministry of finance. The approval procedure of this accounting policy change complies with the provisions of relevant laws, regulations and normative documents. The changed accounting policy can more accurately reflect the company’s financial situation and operating results, and there is no damage to the legitimate rights and interests of the company and shareholders. We agree with the change of the company’s accounting policy.
8、 Independent opinions on the provision for asset impairment
Independent directors sun Changxing and Bao Jinhong believe that the company’s provision for asset impairment is based on the principle of prudence, in line with the requirements of relevant laws, regulations and regulatory rules such as the accounting standards for business enterprises, and in line with the actual situation of the company’s assets. After the provision for impairment is made, it can more fairly reflect the company’s financial situation and operating results, and there is no damage to the interests of the company and all shareholders. The decision-making procedure for withdrawing the provision for asset impairment this time complies with the provisions of relevant laws, regulations and the articles of association, and is legal and effective. Sunchangxing and baojinhong, independent directors, agreed to withdraw the provision for asset impairment this time.
Bao Qun, an independent director, believed that the company’s asset impairment was much higher than the average level of Companies in the same industry. He questioned this and abstained from voting on the proposal to withdraw the provision for asset impairment.
9、 Independent opinion on the special description of the company’s 2021 non-standard audit report
We carefully reviewed the financial report of the company in 2021 and the non-standard unqualified audit report issued by Asia Pacific (Group) accounting firm (special general partnership), and talked, communicated and investigated the relevant contents of the financial report and audit report with certified public accountants and the management of the company, We believe that the contents of the non-standard unqualified audit report issued by Asia Pacific (Group) accounting firm (special general partnership) truthfully reflect the current situation of the company. We agree with the relevant explanation and handling of the matter by the board of directors of the company. It is hoped that the board of directors and the management will actively take practical measures to properly handle relevant matters, maintain the sustainable, stable and healthy development of the company, and effectively safeguard the rights and interests of all shareholders and investors. As an independent director of the company, we pay close attention to the relevant matters involved in the audit opinions issued by the audit institution, and will strictly urge the company to seriously implement and solve them to eliminate the impact of relevant matters.
Independent directors: Sun Changxing, Bao Jinhong, Bao Qun China Dive Company Limited(300526) April 22, 2022
