Western Regions Tourism Development Co.Ltd(300859) independent director
Independent opinions on matters related to the 9th meeting of the 6th board of directors. In accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of Western Regions Tourism Development Co.Ltd(300859) articles of association, we are the independent directors of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as "the company"), Based on the principle of being responsible to all shareholders and the company, based on objective and independent judgment and adhering to a scientific and rigorous working attitude, the company checked the relevant matters of the ninth meeting of the sixth board of directors and expressed the following independent opinions:
1、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After carefully reviewing the special report on the deposit and use of raised funds in 2021, we believe that the management and use of the company's raised funds comply with the relevant provisions on the use and management of raised funds in relevant laws and regulations such as the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company's raised funds management system, and the content is true, accurate and complete, which can reflect the actual situation of the company's deposit and use of raised funds in 2021, There are no circumstances damaging the interests of the company and shareholders.
We agree with the special report on the deposit and use of raised funds in 2021 prepared by the company. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Special explanation and independent opinions on the company's funds occupied by controlling shareholders and other related parties and the company's external guarantee
According to relevant laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, as well as the articles of association and external guarantee management system, after verification, based on objective and independent judgment, we express the following independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company during the reporting period: (1) during the reporting period, There is no non operational occupation of the company's funds by controlling shareholders and other related parties; There is also no illegal occupation of the company's funds by controlling shareholders and other related parties in previous years and accumulated to December 31, 2021. (2) As of the end of the reporting period, the company has not provided guarantees for controlling shareholders, actual controllers and other related parties, any legal entity or individual.
3、 Independent opinion on self-evaluation report of internal control in 2021
After verification, the company has established a relatively perfect corporate governance structure and a sound internal control system, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. The design and implementation of the company's internal control is legal and effective, which can ensure the authenticity, accuracy and integrity of the financial statements prepared by the company, and provide guarantee for the healthy operation of the company's business activities and the control of business risks.
We agree to the 2021 internal control self-evaluation report prepared by the company.
4、 Independent opinions on 2021 profit distribution plan
We believe that the company's profit distribution plan for 2021 complies with relevant laws, regulations and the articles of association, conforms to the current actual situation of the company, takes into account the overall interests of all shareholders of the company and the sustainable development of the company, and does not damage the interests of shareholders, especially small and medium-sized shareholders. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors and submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the appointment of senior managers of the company
After verification, we believe that:
1. The nomination and deliberation procedures for the appointment of the company's deputy general manager by the board of directors are standardized and comply with the company law, the articles of association and other relevant provisions.
2. By reviewing the resume of Mr. Ding Feng, the candidate for deputy general manager of the company, we believe that he is competent for the responsibilities of the position he is employed. Mr. Ding Feng is not allowed to be a senior manager of the company as stipulated in the company law and the articles of association, nor is he determined by the CSRC to be a person prohibited from entering the market and in the period of prohibition. He is not a person subject to dishonesty.
Therefore, we agree to appoint Mr. Ding Feng as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the sixth board of directors of the company.
6、 Independent opinions on the closure of some investment projects with raised funds, the permanent supplement of working capital with surplus funds and the extension of some investment projects with raised funds
The independent directors believe that the closing of some raised investment projects and the extension of some raised investment projects are prudent decisions made by the company according to the actual situation of the project, and do not involve changes in the implementation subject, implementation method and main investment content, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. The closing and extension of this raised investment project comply with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of Companies listed on GEM, etc. Therefore, we agree to the closing and extension of some raised investment projects.
7、 Independent opinions on absorbing and merging subsidiaries
The company's absorption and merger of wholly-owned subsidiaries this time is conducive to improving the operation efficiency and reducing the management cost of the company, which is in line with the actual development needs of the company. The financial statements of the wholly-owned subsidiary absorbed and merged this time have been included in the scope of the company's consolidated statements, which will not have a significant impact on the company's production, operation and financial status and will not damage the interests of the company and shareholders. We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Western Regions Tourism Development Co.Ltd(300859) independent director's independent opinions on matters related to the ninth meeting of the sixth board of directors) signature of independent director:
Xiao Jianfeng, Li Gang, Wen Xiaojun
April 26, 2022
