Tongyu Communication Inc(002792)
About the 14th meeting of the 4th board of directors by independent directors
Independent opinions on relevant matters
Tongyu Communication Inc(002792) (hereinafter referred to as “the company”) held the 14th meeting of the 4th board of directors in the company’s conference room on April 27, 2022. In accordance with the company law, the securities law, the guidance on the establishment of independent director system in listed companies, the articles of association, the Tongyu Communication Inc(002792) independent director working system and other relevant laws and regulations, as independent directors of the company, we are responsible to the company and all shareholders and based on independent judgment, Express the following independent opinions on relevant matters of the 14th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s profit distribution in 2021
According to the provisions of the company law, the articles of association and the company’s shareholder return plan for the next three years (20212023), the company puts forward the distribution plan on the basis of giving consideration to the reasonable investment return of shareholders and the medium and long-term development plan of the company: Based on the total share capital of 402056966 shares as of December 31, 2021, the company will distribute cash dividends of 0.20 yuan (including tax) to all shareholders for every 10 shares without bonus shares, No accumulation fund shall be converted into share capital. The 2021 profit distribution plan made by the board of directors of the company conforms to the actual situation of the company, and the distribution conditions and distribution proportion comply with the relevant provisions of the articles of association. It is agreed that the 2021 profit distribution plan proposed by the board of directors of the company is submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the self-evaluation of the company’s internal control
The company’s internal control system meets the requirements of relevant national regulations and securities regulatory authorities, and the actual situation of the company’s internal control. The company’s internal control mechanism is basically complete, reasonable and effective, with a standardized and complete control system, which can ensure the company’s normal production and operation and reasonably control business risks. The 2021 internal control evaluation report of the company truly and objectively reflects the actual situation of the implementation and supervision of the company’s internal control system. We agree with the evaluation report.
3、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
We have reviewed the company’s special account for raised funds in 2021, the use of raised funds, the management and supervision of raised funds and information disclosure, and carefully reviewed the special report on the annual storage and actual use of raised funds in 2021 provided by the company. We believe that the storage and use of raised funds in 2021 comply with the requirements of China Securities Regulatory Commission The relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies comply with the relevant provisions of the company’s raised funds management system, and there is no illegal deposit and use of raised funds. The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and has earnestly fulfilled the obligation of information disclosure. Therefore, we agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Opinions on the application for credit line from the company to the independent bank
After verification, we believe that the company’s plan to apply to the bank for a comprehensive credit line of no more than RMB 3.5 billion meets the daily operating capital needs of the company and its subsidiaries, and the decision-making procedures are legal and effective. We agree that the company and its subsidiaries apply to the bank for a comprehensive credit line of no more than RMB 3.5 billion, and submit the above proposal to the board of directors for deliberation at the 2021 annual general meeting of shareholders.
5、 Independent opinions on the company’s use of idle self owned funds for cash management
We believe that the company’s deliberation on the use of idle self owned funds for cash management complies with the provisions of relevant laws and regulations, and the voting procedure is legal and effective. This time, the company and its holding subsidiaries are authorized to use idle self owned funds for cash management and choose the opportunity to buy principal guaranteed financial products of low-risk, short-term (no more than one year) banks and other financial institutions, with a financial management limit of no more than 1 billion yuan. Within the above limit, the funds can be used on a rolling basis, and the validity period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting of the company, The transaction amount at any time point within the term (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the amount of entrusted financial management. This decision is in line with the needs of the company’s interests and is conducive to improving the company’s fund utilization efficiency, without causing the company’s capital pressure, affecting the normal development of the company’s main business, and without damaging the interests of the company and shareholders, especially minority shareholders.
We agree to authorize the chairman or general manager of the company to purchase financial products of banks and other financial institutions with its own idle funds of no more than 1 billion yuan after being deliberated and approved by the 2021 annual general meeting of shareholders of the company, and agree to request the chairman or general manager of the company to sign relevant contract documents within the above investment amount, which shall be organized and implemented by the financial director of the company.
6、 Independent opinions on the provision for asset impairment and write off of assets in 2021
After review, we believe that the company’s provision for asset impairment this time complies with the provisions of the accounting standards for business enterprises and the company’s relevant accounting policies, and the review procedure is legal and based on sufficient basis. After the provision for asset impairment is made, the financial statements can more fairly reflect the company’s financial status and operating results, which is in line with the overall interests of the company and does not damage the interests of the company and minority shareholders. We unanimously agree on the provision for asset impairment and write off of assets this time. 7、 Independent opinions on changing accounting policies
After review, we agree that the change of the company’s accounting policy is a reasonable change in accordance with the relevant provisions of the Ministry of finance, and the voting procedures of the board of directors on this matter comply with the relevant laws and regulations and the articles of association. The change of the company’s accounting policy will not have a significant impact on the company’s financial status, operating results, cash flow and owner’s equity, and will not damage the company and all shareholders, Especially the interests of minority shareholders. Therefore, we agree to the change of the company’s accounting policies.
8、 Independent opinions on the scheme of repurchasing the company’s shares by means of centralized bidding transaction
The share repurchase plan of the company complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange and other relevant provisions, and the convening, attendance and voting procedures of the board meeting of the company comply with the relevant provisions of laws, regulations and the articles of association. The implementation of the company’s share repurchase will help establish a good capital market image of the company, enhance investor confidence, enhance team cohesion and competitiveness of the company, and promote the stable, healthy and long-term sustainable development of the company. The total amount of funds the company intends to use for this repurchase shall not be less than 30 million yuan and not more than 40 million yuan, and the source of funds is the company’s own funds. This repurchase will not have a significant impact on the company’s operation, finance, debt performance ability and future development, and will not affect the company’s listing status. The company’s stock repurchase plan is reasonable and feasible.
This repurchase is carried out in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In conclusion, we believe that the company’s share repurchase plan is legal and compliant, necessary, reasonable and feasible, in line with the interests of the company and all shareholders, and unanimously agree on the plan of the company’s share repurchase. 9、 Independent opinions on the completion of performance commitments of Shenzhen Guangwei Optical Communication Technology Co., Ltd. in 2021
After audit, we believe that the audited total operating income of Shenzhen Guangwei in 2021 is 177625200 yuan, the net profit attributable to the shareholders of the parent company is 1236600 yuan, the separate expenses of special investment projects are 4870300 yuan, the net profit after deducting non recurring profits and losses and the separate expenses of special investment projects is 4228500 yuan, and Shenzhen Guangwei has not fulfilled its performance commitment in 2021. Therefore, the performance commitment party must make performance compensation to the company. Rongcheng Certified Public Accountants issued the audit report on the statement of the original shareholders of Shenzhen Guangwei Guangtong Technology Co., Ltd. on the realization of the performance commitment of Shenzhen Guangwei Guangtong Technology Co., Ltd. in 2021 (Rongcheng zhuanzi [2022] No. 518z0334) for the company. We agree with the audit report issued by Rongcheng certified public Accountants (special general partnership).
10、 Independent opinions on the company’s external guarantee in 2021
After review, we believe that the company and its wholly-owned subsidiaries did not provide any external guarantee during the reporting period, and there was no external guarantee that occurred in previous years and accumulated to December 31, 2021. The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks.
11、 Opinions of controlling shareholders and other related parties on the occupation of funds of the independent company in 2021
In accordance with the company law, the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies issued by the CSRC, the guidelines for the articles of association of listed companies and other relevant provisions, the company has carefully verified the occupation of funds and external guarantees by the controlling shareholders and related parties during the reporting period, and the verification opinions are as follows:
1. As of December 31, 2021, the company has no illegal occupation of the company’s funds by the controlling shareholders and their related parties, and no direct or indirect provision of funds to related parties.
2. As of December 31, 2021, the company has not provided guarantees for controlling shareholders and other related parties, any legal entity or individual.
Tongyu Communication Inc(002792) independent directors: Hu Minshan, Gong Shuxi, Zhu Huihui April 28, 2022
