Beijing Quanshi World Online Network Information Co.Ltd(002995)
Independent directors' opinions on the fourth meeting of the third board of directors
Independent opinions on relevant matters
As an independent director of Beijing Quanshi World Online Network Information Co.Ltd(002995) company (hereinafter referred to as "the company") in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association of Beijing full time Beijing Quanshi World Online Network Information Co.Ltd(002995) Network Information Co., Ltd., the working system of Beijing Quanshi World Online Network Information Co.Ltd(002995) independent directors and other relevant provisions, Independent opinions on relevant matters of the fourth meeting of the third board of directors of the company are as follows:
1. Special instructions and independent opinions on the occupation of funds and external guarantee of related parties
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the relevant provisions of the articles of association of the company, as independent directors of the company, we are in strict With a practical and realistic attitude, the company checked the occupation of the company's funds and the company's external guarantee by the controlling shareholders and other related parties in 2021, and made the following independent opinions:
(1) In 2021, the controlling shareholders and other related parties could strictly abide by relevant laws and regulations, normative documents, departmental rules and the articles of association. During the reporting period, the company did not occupy the company's funds or damage the interests of the company and its shareholders.
(2) In 2021, the company's external guarantees were all guarantees provided by the company to wholly-owned subsidiaries. The company did not provide guarantees for the company's controlling shareholders and other related parties, nor did it provide guarantees in violation of regulations; To sum up, in 2021, the company established and implemented an effective internal control system in strict accordance with relevant laws, regulations, normative documents and the articles of association. There was no case that the controlling shareholders and other related parties occupied the company's funds and the company provided external guarantees in violation of regulations.
2. Independent opinions on 2021 profit distribution and capital reserve converted into share capital plan
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies of China Securities Regulatory Commission and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the relevant provisions of the working system of independent directors and the articles of association formulated by the company, we, as independent directors of the company, Carefully checked the company's annual profit distribution and capital reserve to share capital scheme in 2021.
After verification, we believe that the company's 2021 profit distribution and capital reserve to share capital plan comprehensively considers the company's development strategy, profit prospect, future capital use demand, shareholder return planning and other factors, which is in line with the actual situation of the company, It complies with the relevant laws, regulations and normative documents 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, as well as the profit distribution policies in the articles of association and the plan for shareholders' dividend return in the next three years, which is conducive to the healthy and sustainable development of the company and in line with the interests of the company and all shareholders, There is no situation that damages the rights and interests of the company's shareholders, especially the minority shareholders; The relevant decision-making mechanism and deliberation procedures comply with the provisions of the articles of association and relevant laws and regulations, and agree to the profit distribution and capital reserve to share capital plan proposed by the company.
3. Independent opinion on self evaluation report on internal control in 2021
According to relevant laws, regulations and normative documents such as the rules for independent directors of listed companies of China Securities Regulatory Commission, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the relevant provisions of the company's working system for independent directors, as independent directors of the company, we reviewed the company's self-evaluation report on internal control in 2021 based on independent judgment, After verification, the independent directors believe that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system, which meets the requirements of relevant laws and regulations and securities regulatory authorities. The self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
4. Independent opinions on the renewal of accounting firm
According to relevant laws, regulations and normative documents such as the rules for independent directors of listed companies of China Securities Regulatory Commission and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the working system for independent directors formulated by the company, as independent directors of the company, after careful review of relevant materials, We hereby express the following independent opinions on the renewal of the company's accounting firm:
After verification, we believe that Tianzhi International Certified Public Accountants (special general partnership) has professional quality and rich experience in securities business. In the process of serving as the company's audit institution, it adheres to the audit principles of independence, objectivity and fairness, and the professional reports issued for the company are objective and fair. Therefore, we agree to continue to employ Tianzhi international certified public accountants as the audit institution of the company in 2022.
5. Independent opinions on the remuneration scheme of senior managers of the company in 2021
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies of China Securities Regulatory Commission and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the relevant provisions of the working system of independent directors and the rules of procedure of remuneration and assessment committee formulated by the company, we, as independent directors of the company, After carefully checking the remuneration plan of the company's senior managers in 2021, it is considered that the remuneration plan of the company's senior managers conforms to the provisions of relevant laws, regulations and the articles of association, conforms to the actual situation of the company, is conducive to the realization of the company's business objectives, and does not harm the interests of shareholders or violate relevant national laws and regulations. Therefore, we agree to the company's 2021 senior management compensation plan.
6. Independent opinions on the deposit and use of raised funds in 2021
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies of China Securities Regulatory Commission and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the provisions of the working system of independent directors and the management system of raised funds formulated by the company, as independent directors of the company, after careful review of relevant materials, We hereby express the following independent opinions on the deposit and use of the company's raised funds in 2021:
After verification, we believe that 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, and there is no violation of the deposit and use of raised funds.
The contents of the special report on the deposit and use of raised funds in 2021 prepared by the board of directors are true, accurate and complete, and there are no false records, misleading statements or major omissions.
7. Independent opinions on using some idle self owned funds for cash management
According to relevant laws, regulations and normative documents such as the rules for independent directors of listed companies of China Securities Regulatory Commission and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the working system for independent directors formulated by the company, as independent directors of the company, after careful review of relevant materials, We hereby express the following independent opinions on the use of some idle self owned funds for cash management:
After verification, the independent directors believe that under the condition of ensuring the normal operation and capital safety of the company, the company uses idle self owned funds of no more than RMB 100 million to invest in low-risk financial products with high safety and good liquidity, which is conducive to improving the use efficiency of self owned funds, increasing the income of the company's self owned funds, and will not affect the normal operation of the company's main business, which is in line with the interests of the company and does not harm all shareholders, Especially the interests of minority shareholders. Relevant approval procedures comply with laws, regulations and rules. The independent directors of the company unanimously agree that the company uses idle self owned funds of no more than RMB 100 million for cash management. The term is 12 months from the date of deliberation and approval by the board of directors. Within the above quota and term, the funds can be used on a rolling basis. 8. Independent opinions on applying to the bank for comprehensive credit line and providing guarantee to wholly-owned subsidiaries in 2022
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the working system for independent directors formulated by the company, we, as independent directors of the company, After careful review of relevant materials, we hereby express the following independent opinions on the application for comprehensive credit line from the bank and the provision of guarantee to wholly-owned subsidiaries in 2022:
After verification, the independent directors believe that the relevant guarantee matters are mainly required for the operation of the wholly-owned subsidiary, which is conducive to its business development and in line with the common interests of the company and its subsidiaries; The company can effectively control and prevent risks, which will not adversely affect the normal operation of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders; The relevant guarantee matters have fulfilled the necessary approval procedures and comply with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange. The independent directors unanimously agreed on the guarantee matters.
Beijing Quanshi World Online Network Information Co.Ltd(002995) independent directors: Mu Linjuan, Zheng Ling April 27, 2022
