Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Independent opinions of independent directors on relevant matters
In accordance with the guidance on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the Shenzhen Stock Exchange self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (2022), the articles of association of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (“the articles of association”) and other relevant provisions, As an independent director of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”), based on the position of independent judgment, in line with the attitude of being responsible to the company, all shareholders and investors, and adhering to the principle of seeking truth from facts, he has carefully investigated and verified the following matters during the reporting period of the company. Now he gives independent opinions on the proposal considered at the sixth meeting of the Fifth Board of directors of the company as follows:
1、 Independent opinions on the special explanation of the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, the controlling shareholders and related parties occupied funds and external guarantee during the reporting period of the company were carefully understood and verified, and the following independent opinions were issued:
(I) during the reporting period, there was no abnormal occupation of the company’s funds by controlling shareholders and other related parties.
(II) during the reporting period, the company conscientiously implemented the relevant provisions, and there was no violation of external guarantee from previous years to December 31, 2021; All guarantees during the reporting period have fulfilled the corresponding legal procedures in accordance with the articles of association and other relevant systems. (III) the company has established a perfect external guarantee risk control system;
(IV) as of December 31, 2021, the actual external guarantee balance of the company was 1902547 million yuan, accounting for 195.04% of the audited net assets of the company in 2021.
(V) the guaranteed party has a good reputation and business condition. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt.
2、 Independent opinions on related party transactions of the company in 2021
After verification, we believe that the related party transactions of the company in 2021 are fair and impartial, and there is no obvious unfairness, manipulation of the company’s profits through related party transactions, or damage to the interests of the company and other shareholders. The decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, and the pricing of related party transactions follows the principles of fairness and rationality.
3、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that: in view of the company’s loss in 2021, according to the relevant provisions of the company law, the profit available to ordinary shareholders of the parent company at the end of 2021 is negative. The company has decided that the profit distribution plan for 2021 is not to distribute cash dividends, bonus shares or transfer capital reserve to share capital. The plan is in line with the current actual situation of the company, the long-term development of the company and the long-term interests of shareholders, as well as the provisions of the articles of Association; The examination and approval procedures are legal and compliant, and there is no harm to the interests of all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the proposal on the company’s profit distribution plan for 2021 formulated by the board of directors and agree to submit it to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
In accordance with the guidance on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association, the working system of independent directors and other relevant rules and regulations, as an independent director of the company, I express the following independent opinions on the self-evaluation report of the company’s internal control in 2021:
The company has established a relatively perfect internal control system and can be effectively implemented. The company’s self-evaluation report on internal control truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinions on the deposit and use of the company’s raised funds in 2021
In accordance with Shenzhen Stock Exchange’s GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange’s self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (2022), and Shenzhen Stock Exchange’s regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and other relevant provisions, Carefully checked the deposit and use of the company’s raised funds in 2021, and expressed the following independent opinions:
The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, there is no illegal use of raised funds, there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders, and the use of raised funds has performed the necessary approval procedures.
6、 Independent opinions on the remuneration of directors and senior managers of the company
After verification, we believe that the remuneration proposal of directors and senior managers formulated by the company is consistent with the overall remuneration mechanism of the company, which is conducive to ensuring the achievement of the company’s business objectives. The proposal on the remuneration of the company’s directors shall be reviewed and approved by the remuneration and assessment committee of the company’s board of directors and submitted to the board of directors and the general meeting of shareholders for deliberation; The proposal on the remuneration of senior managers is reviewed and approved by the remuneration and assessment committee of the board of directors of the company and submitted to the board of directors for deliberation. The procedure is legal.
7、 Independent opinions on bad debt write off
After verification, we believe that the bad debt write off of the company complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, truly reflects the financial situation of the company, and the basis for write off is sufficient; It is not in line with the provisions of the articles of association, especially the bad debt write off procedures of the company and related parties, which are not in line with the provisions of the laws and regulations of the company.
8、 Independent opinions on the company’s daily connected transaction quota forecast in 2022
After verification, we believe that the amount of daily connected transactions in 2022 is expected to meet the actual needs of the company’s business development. The transaction is negotiated and priced according to the principle of market price. The transaction pricing is fair, and there is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. The deliberation procedures of this transaction are legal and compliant. Therefore, we agree with the company’s forecast of daily connected transaction quota in 2022.
9、 Independent opinions on the cancellation of part of the restricted stock incentive plan in 2020 that has been granted to non vested restricted stocks
After verification, we believe that some of the cancelled restricted shares comply with the relevant provisions of the 2020 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2020 restricted stock incentive plan, have fulfilled the necessary procedures, will not have a material impact on the company’s financial status and operating results, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
During the deliberation of the proposal by the board of directors of the company, the affiliated directors Mr. Dou Xin, Mr. Wang Hui, Mr. Liu Hui, Ms. Zhang Ying, Mr. Zhao Boqi and Mr. Zhu Yate have avoided voting according to relevant regulations, and the deliberation procedure is legal and compliant. Therefore, we unanimously agree that the company will cancel some restricted shares this time.
10、 Independent opinions on the appointment of vice president and Secretary of the board of directors
After verification, we believe that: After reviewing the candidate’s personal resume and work performance, we believe that the candidate nominated this time meets the employment conditions stipulated in relevant laws and regulations and the articles of association, and we have not found any circumstances that are not allowed to serve as senior managers of the company as stipulated in the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, so it is not a dishonest executee, There is no case that it has been determined as a market prohibited person by the CSRC and has not been lifted. It meets the qualifications of senior managers and Secretary of the board of directors of the company and has relevant certificates and qualifications in the company law and other laws and regulations. It is understood that the education background and work experience of relevant personnel can be competent for the responsibilities of corresponding positions of the company, which is conducive to the development of the company. The nomination and appointment procedures of the company’s senior management candidates comply with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other normative documents and the relevant provisions of the articles of association. The procedures are legal and effective, and there is no damage to the interests of shareholders. Therefore, we unanimously agree to appoint Mr. Chen Zhao as vice president and Secretary of the board of directors at the sixth meeting of the Fifth Board of directors of the company.
11、 Independent opinions on purchasing directors, supervisors and senior managers’ liability insurance
After verification, we believe that the company’s purchase of directors, supervisors and senior managers’ liability insurance is conducive to improving the company’s risk control system, reducing operational risks, promoting the company’s directors, supervisors and senior managers to fully exercise their rights and perform their duties within their respective responsibilities, and protecting the rights and interests of the company and investors. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no damage to the interests of the company and all shareholders. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
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Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. independent director:
Chen Zhong
Jin Xiangdong
Sun Guanghui
February 26, 2024
