Sansheng Intellectual Education Technology Co.Ltd(300282) independent directors
Opinions issued at the 5th meeting of the independent board of directors
As an independent director of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company”), I strictly abide by the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, several Provisions on strengthening the protection of the rights and interests of social public shareholders, the articles of association According to the provisions and requirements of relevant laws, regulations and rules such as the working system of independent directors, the following special instructions and independent opinions are issued on the company’s 2021 annual report and the relevant matters considered at the sixth meeting of the Fifth Board of directors:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, we have carefully understood and verified the funds occupied and external guarantees of the controlling shareholders and related parties during the reporting period (2021), and issued the following independent opinions:
In 2021, the actual controller of the company used the certificate of deposit of Sansheng Intellectual Education Technology Co.Ltd(300282) wholly-owned subsidiary in the bank to provide pledge guarantee for the debts of its affiliated companies or designated companies. This behavior fails to perform relevant decision-making procedures, which belongs to illegal guarantee. As of the date of this announcement, the company’s total balance of illegal pledge guarantee of certificates of deposit was 910 million yuan. It is suggested that the company strictly abide by the requirements of internal control norms, and urge the controlling shareholders to remove the illegal guarantee matters in time, eliminate the adverse impact on the listed company as soon as possible, and effectively safeguard the interests of the company and all shareholders. During the reporting period, the company had no newly approved external guarantee.
2、 Independent opinions on the company’s self evaluation report on internal control in 2021
According to the relevant provisions of the guidelines on internal control of listed companies of Shenzhen Stock Exchange, the following opinions are expressed on the self-evaluation report on internal control of the company:
After verification, the self-evaluation report on internal control of the company in 2021 can truly and objectively reflect the construction and operation of the company’s internal control system; In 2021, the company had significant defects in the internal control of financial reports and non-financial reports. It is suggested that the company should strictly comply with the basic norms of enterprise internal control and other provisions, further strengthen the awareness of compliance, standardize the operation of the company, improve the internal control system, ensure that the company maintains effective internal control in all major aspects and effectively safeguard the interests of the company and all shareholders.
3、 Independent opinions on 2021 profit distribution plan
The sixth meeting of the 5th board of directors of the company deliberated and approved the proposal on the company’s profit distribution plan in 2021 and submitted it to the 2021 annual general meeting of shareholders for deliberation.
We believe that the profit distribution plan conforms to the actual situation of the company, does not violate the relevant provisions of the company law and the articles of association, does not damage the interests of the company’s shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company. Agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
We believe that in 2021, the company can strictly follow the senior management salary and relevant performance appraisal system, the disclosed salary is reasonable and true, and the payment procedure of senior management salary this year complies with the provisions of relevant laws, regulations and company rules and regulations.
5、 Independent opinions on the remuneration and allowances of the company’s directors in 2022
After verification, we believe that the proposal on the remuneration and allowances of directors in 2022 has been approved by the remuneration and assessment committee of the board of directors of the company. It is formulated by the company with reference to the remuneration and allowances of directors of Listed Companies in the region and according to the actual situation of the company and comprehensive factors such as the industry, which is conducive to mobilizing the work enthusiasm of directors, strengthening the sense of diligence and responsibility of directors, and conducive to the sustainable and stable development of the company, There is no behavior damaging the interests of minority shareholders of the company, and it is agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the provision for asset impairment
The company’s provision for asset impairment loss is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, and does not harm the interests of the company and minority shareholders. After withdrawing the impairment loss, it can more fairly reflect the company’s financial situation and agree to withdraw the asset impairment loss this time.
7、 Independent opinions on using idle self owned funds for investment and financial management
Without affecting the normal operation of the company and ensuring the safety of funds, using idle self owned funds to purchase financial products is conducive to improving the use efficiency of the company’s self owned funds and increasing the company’s capital income on the premise of controlling risks. It will not have an adverse impact on the company’s business activities, which is in line with the interests of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making procedure for this matter is legal and compliant. It is agreed that the company and its subsidiaries intend to use idle self owned funds of no more than 600 million yuan (inclusive) to purchase financial products. 8、 Independent opinion on the special explanation of unqualified audit report with emphasis
The audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) with unqualified opinions on highlighted items truly and objectively reflects the risk matters of the company, and we have no objection to the audit report. We agree with the special note of the board of directors on the audit report with unqualified opinions with emphasized items, and will continue to pay attention to and supervise the work of the board of directors and management of the company, so as to effectively safeguard the interests of investors. (no text below)
(there is no text on this page, which is the signature page for Sansheng Intellectual Education Technology Co.Ltd(300282) independent directors to express independent opinions on relevant matters considered at the sixth meeting of the Fifth Board of directors of the company) independent directors:
Chen Jinshan, Liu Yinhong, Lin Wei, Liu Feng
Mm / DD / 2022
