Whole Easy Internet Technology Co.Ltd(002464)
Special instructions and independent opinions of independent directors on relevant matters
As an independent director of Whole Easy Internet Technology Co.Ltd(002464) , we have carefully reviewed the relevant documents of the 24th Meeting of the 5th board of directors of the company and conducted full due diligence in accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of main board listed companies, rules for independent directors of listed companies, articles of association, independent director system and other relevant provisions, Special explanations and independent opinions on relevant matters are as follows:
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 guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies and other provisions, as an independent director of the company, we have carefully understood and inspected the occupation of funds by the controlling shareholders and other related parties and the external guarantees of the company with the attitude of being responsible to the company and shareholders, and now issue special instructions and independent opinions as follows:
1. Statement on the occupation of the company's funds by controlling shareholders and other related parties
As of December 31, 2021, there was no non operating occupation of the company's funds by the company's controlling shareholders and other related parties, no pricing tolerance and benefit transfer.
2. Description on external guarantee of the company and its holding subsidiaries
On August 30, 2020, Mr. Li Hualiang, the legal representative and chairman of the company, signed two guarantee contracts as the legal representative and chairman of the company to provide irrevocable unlimited joint and several liability guarantee for the contract debts of Xuzhou Lilan New Energy Technology Co., Ltd., Wucheng Yuexin New Energy Technology Co., Ltd., Wucheng Yaoguang New Energy Technology Co., Ltd. and Li Hualiang. On the same day, Mr. Li Hualiang signed the confirmation guarantee agreement as the legal representative and chairman of the company to provide irrevocable unlimited joint and several liability guarantee for the guarantee obligations of Shanghai Mijiao Investment Management Co., Ltd. After inquiring about the company's internal seal records, the company's seal records with the seal and the deliberation procedures of the company's board of directors and shareholders' meeting, the company did not find the seal approval process and seal records related to the above matters, nor the retained relevant documents. Except Li Hualiang, no one of the company knows or participates in the signing process of the above guarantee contract. The company questioned the company's official seal affixed to the above guarantee contract, and entrusted the Institute of forensic science to apply for authentication of relevant seals on September 27, 2021. However, Shanghai hehe Capital Investment Management Co., Ltd. refused to cooperate in providing three originals of the guarantee contract, resulting in the failure of the appraisal work. The CSRC has filed an investigation on the suspected illegal information disclosure. At present, the investigation is still in progress. The company has not received the concluding opinions or decisions of the CSRC on the above-mentioned filing matters. The company has carried out internal rectification on the above matters. We will continue to pay close attention to the progress of the above matters, and strengthen the supervision of the company's external guarantee matters in the follow-up, so as to safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
As of December 31, 2021, the company and its subsidiaries have not provided other guarantees for shareholders, shareholders' holding companies and other related parties. The guarantee object of the company is the counter guarantee provided by Shanghai nengguan investment management partnership (limited partnership) controlled by the company or the holding subsidiary of the company, and its financial risk is within the controllable range of the company.
2、 Opinions on independent profit distribution in 2021
The company's profit distribution available to ordinary shareholders of the parent company in 2021 is negative. The company's plan for profit distribution and capital reserve conversion to share capital in 2021 is: no cash dividend, no bonus shares and no capital reserve conversion to share capital in 2021.
We agree that the 2021 profit distribution plan of the company is in line with the actual development of the company and the profit distribution policy specified in the articles of association, and there is no damage to the interests of the company and shareholders. We agree with the profit distribution plan proposed by the board of directors and submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinion on self-evaluation report of internal control in 2021
On the basis of a detailed understanding of the company's internal control related systems and their implementation, and based on independent judgment, we agree that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws, administrative regulations and departmental rules. The internal control design is reasonable and the implementation is effective. The 2021 annual report on internal control objectively reflects the company's internal control system and operation. there is no text following.
( Whole Easy Internet Technology Co.Ltd(002464) signature page of special instructions and independent opinions of independent directors on related matters) signature of independent director:
Li Shiyong, Zhang Shixian
Ding Xuejun
April 28, 2022
