Guoanda Co.Ltd(300902) independent director
Independent opinions on matters related to the 17th meeting of the third board of directors
In accordance with relevant laws and regulations such as the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the growth enterprise market No. 2 – standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the Guoanda Co.Ltd(300902) articles of Association (hereinafter referred to as the “articles of association”), the Guoanda Co.Ltd(300902) working system for independent directors (hereinafter referred to as the “working system for independent directors”), etc In accordance with the relevant provisions of the rules and regulations, as an independent director of Guoanda Co.Ltd(300902) (hereinafter referred to as “the company”), based on the objective and fair position, we express the following independent opinions on the relevant matters considered at the 17th meeting of the third board of directors held on April 21, 2022:
1、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s profit distribution plan for 2021 comprehensively considers the company’s operation and development and the reasonable return of shareholders, and the proportion of cash dividends complies with the relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange and the articles of association, as well as the overall interests of the company and the interests of shareholders of the company, especially small and medium-sized shareholders. Therefore, we agree to the proposal on the company’s profit distribution plan for 2021 and agree to submit the proposal 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
After verification, we believe that the company’s existing internal control system meets the needs of the current actual situation of the company’s operation and management, and all business activities of the company are carried out in strict accordance with relevant systems, which is reasonable, legitimate and effective. The self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
Therefore, we agree to the proposal on the company’s self-evaluation report on internal control in 2021.
3、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
After verification, the special report on the deposit and actual use of the company’s raised funds prepared by the board of directors, the annual verification report on the deposit and use of the raised funds issued by Tianjian Certified Public Accountants (special general partnership), and after consulting the relevant business personnel, internal auditors and senior managers of the company, we believe that, The special report on the deposit and use of the company’s raised funds in 2021 prepared by the company is true, accurate and complete, and there are no false records, misleading statements or major omissions. We agree with the assurance opinions of Tianjian Certified Public Accountants (special general partnership) on the deposit and use of the company’s raised funds in 2021. The special report on the deposit and use of the company’s raised funds in 2021 complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and truthfully reflects the actual deposit and use of the company’s raised funds in 2021, There are no irregularities in the deposit and use of raised funds.
4、 Independent opinions on capital occupation of controlling shareholders and other related parties and external guarantee of the company in 2021
In accordance with the current effective guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the articles of association, external guarantee management system and other relevant laws and regulations, as an independent director of the company, we carefully checked the capital transactions between the company’s external guarantees and related parties during the reporting period. After verification, we believe that:
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.
3. During the reporting period, the company has not provided any external guarantee, and there is no external guarantee that occurred in previous years and accumulated to December 31, 2021.
5、 Independent opinion on the renewal of the company’s audit institution in 2022
After verification, Tianjian Certified Public Accountants (special general partnership) is qualified for securities related business. In the process of providing audit services for the company, it is diligent and responsible, adheres to the independent audit standards, and earnestly performs the responsibilities and obligations stipulated in the contract between both parties, which will not damage the legitimate rights and interests of all shareholders.
Therefore, we agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and agree to submit the matter to the company’s 2021 annual general meeting for deliberation.
6、 Independent opinions on the general election of the company’s board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors
According to the relevant provisions of the company law and the articles of association, the term of office of the third board of directors of the company is about to expire. The board of directors of the company nominated Mr. Hong Weiyi, Mr. Xu Yanqing, Mr. Hong Qingquan and Ms. Lin meichai as candidates for non independent directors of the Fourth Board of directors of the company.
According to the verification of the personal resume and work performance of the above four candidates for non independent directors, we believe that the above four candidates meet the qualifications of directors of listed companies, and there is no situation that they have been determined as market banned by the CSRC and have not been lifted, and there are no relevant laws and regulations such as the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM The company shall not serve as a director of the company as stipulated by laws and regulations and the articles of association. The nomination and nomination procedures of candidates for non independent directors of the Fourth Board of directors of the company are legal and effective, and do not damage the rights and interests of shareholders. Therefore, we agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation and adopt the cumulative voting system for election.
7、 Independent opinions on the proposal on the general election of the board of directors and the nomination of independent director candidates for the Fourth Board of directors
According to the relevant provisions of the company law and the articles of association, the term of office of the third board of directors of the company is about to expire. The board of directors of the company nominated Mr. Tu Liandong, Mr. Wang Zidong and Mr. Dai LiZong as independent director candidates for the Fourth Board of directors of the company.
Upon verification of the personal resumes, work qualifications and other relevant materials of the above three persons, no violation of the relevant provisions of the company law on the appointment of independent directors is found, nor is it determined by the CSRC as a person prohibited from entering the market and still in the period of prohibition. Mr. Tu Liandong, Mr. Wang Zidong and Mr. Dai LiZong have no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares, and have not been punished by the CSRC and other relevant departments or the stock exchange, There is no situation that the company law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations and the articles of association stipulate that they are not allowed to serve as independent directors of the company, nor are they dishonest Executees, and they meet the qualifications specified in relevant laws and regulations.
We believe that the selection and employment of the above three persons comply with the relevant provisions of the company law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc.
Therefore, we agree that Mr. Tu Liandong, Mr. Wang Zidong and Mr. Dai LiZong are candidates for independent directors of the company. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation and adopt the cumulative voting system for election. 8、 Independent opinions on changes in accounting policies of the company
After verification, we believe that the accounting policy change of the company is a reasonable change and adjustment in accordance with the relevant standards of the Ministry of finance of the people’s Republic of China, which can objectively and fairly reflect the financial status and operating results of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The deliberation and voting procedures of the board of directors on the proposal of accounting policy change comply with relevant laws, regulations and the articles of association, and the relevant decision-making procedures are legal and effective. Therefore, we agree to the change of the company’s accounting policies.
9、 Independent opinions on increasing the use of some temporarily idle self owned funds for cash management
After verification, we believe that the company’s increased use of some temporarily idle self owned funds for cash management is carried out on the premise of complying with national laws and regulations and ensuring that it does not affect the company’s daily operation and capital safety, which will not affect the company’s daily capital turnover needs and the normal development of the company’s main business. The company has performed the necessary approval procedures for this matter and complies with the provisions of relevant laws and regulations. Through appropriate cash management, we can improve the company’s capital use efficiency, obtain certain investment income, and seek more investment returns for the company and shareholders. Agree to increase the use of some temporarily idle self owned funds for cash management, and agree to submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
After verification, we believe that the board of directors of the company submitted to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures, which complies with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the measures for the administration of securities Issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the review of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the resolution procedures are legal and effective, It is conducive to the sustainable development of the company and does not damage the interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we agree to request the 2021 annual general meeting of shareholders of the company to authorize the board of directors of the company to handle matters related to the issuance of shares to specific objects through summary procedures.
11、 Independent opinions on leased real estate and related party transactions
After verification, we believe that the related party transactions involved in the proposal on leased real estate and related party transactions are in line with the actual situation of the company, meet the needs of the company’s daily operation and development, do not damage the interests of the company and all shareholders, especially minority shareholders, and do not constitute an impact on the independence of listed companies. When the board of directors of the company deliberated the above-mentioned proposals, the related directors avoided voting, and the decision-making procedures were in line with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal on leased real estate and related party transactions.
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(there is no text on this page, which is the signature page of the independent opinions of Guoanda Co.Ltd(300902) independent directors on relevant matters of the 17th meeting of the third board of directors)
Wang Haijun:
Gong Kaijun:
Tu Liandong:
April 21, 2022
