Bright Oceans Inter-Telecom Corporation(600289) independent directors
Independent opinions on matters related to the 20th meeting of the 8th board of directors of the company in accordance 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 Shanghai Stock Exchange, the rules for independent directors of listed companies and the articles of Association of the company, we, as independent directors of Bright Oceans Inter-Telecom Corporation(600289) (hereinafter referred to as “the company”), with a prudent and responsible attitude, Based on objective and independent judgment, we have reviewed the relevant matters of the 20th meeting of the 8th board of directors of the company, and now express independent opinions on the relevant matters involved in the meeting as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
As an independent director of the company, we express independent opinions on the proposal of the 2021 profit distribution plan of the board of directors as follows:
The plan for the non distribution of profits in this year complies with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association. It is based on the objective judgment of the actual operation of the company in 2021 and the needs of the sustainable development of the company, and there is no damage to the interests of shareholders. The company’s profit distribution plan for 2021 has been voted and adopted at the 20th meeting of the eighth board of directors. The voting procedures comply with the articles of association and other relevant provisions. It agrees to the proposal on the company’s profit distribution in 2021 and agrees to submit it to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinion on internal control evaluation report in 2021
According to the relevant requirements of laws and regulations, we reviewed the internal control evaluation report of the company and put forward the following written audit opinions:
The company has established a relatively sound and perfect internal control management system. All internal control systems of the company comply with the relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies. The implementation of the internal control system is effective and can meet the actual work needs of the company’s current production and operation. The company has evaluated the effectiveness of internal control in 2021, and the 2021 internal control evaluation report reviewed and approved by the board of directors of the company truly, completely and objectively reflects the actual situation of the company’s internal control. Therefore, we agree with the internal control evaluation report of the company in 2021.
3、 Independent opinions on the company’s special report on the deposit and use of raised funds in 2021
In accordance 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 and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, the company has stored the raised funds in a special account. The special report on the storage and use of raised funds in 2021 prepared by the company truly reflects the use of the raised funds of the company, We agree with the special report of the board of directors on the deposit and actual use of raised funds in 2021.
4、 Independent opinions on the correction of accounting errors in the early stage of the company
We believe that the correction of accounting errors complies with the relevant provisions of the accounting standards for business enterprises and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information, conforms to the actual operation and financial status of the company, improves the quality of accounting information and objectively and fairly reflects the financial status of the company. The deliberation and voting procedures of the board of directors on the error correction comply with the provisions of laws, regulations, the articles of association and other relevant systems. The adjustment and correction do not harm the interests of shareholders, and agree to the accounting error correction.
5、 Independent opinions on the special instructions on the occupation of non operating funds and suspected illegal guarantees of the company
In accordance with the provisions of the CSRC’s “guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies” and “guidelines for the self regulatory supervision of listed companies on Shanghai Stock Exchange No. 6 – periodic reports”, we have carefully checked the occupation of non operating funds and external guarantees of the company in 2021 and up to the disclosure date, and issued independent opinions as follows:
After verification, as of the date of issuance of the independent opinion, the total amount of funds actually occupied by the controlling shareholder and wrongly deducted in Deqing Xinyao case was 8955235 million yuan (the wrongly deducted funds were 33.721 million yuan), which had been returned through cash, equity and partial execution, and the total repayment amount was 8625512 million yuan. Except that 335748 million yuan wrongly deducted by the court was still applying for execution of reversal, all the other funds were paid off.
As of the date of issuance of the independent opinion, the outstanding balance of the suspected illegal guarantee involved 2.691 billion yuan of principal and interest, of which 2.167 billion yuan was not guaranteed or paid off by the company (including the principal of the guarantee amount still in litigation of 1.355 billion yuan), and the principal of the guarantee amount of 100 million yuan was paid off by Yiyang group in accordance with the reorganization plan after the creditor’s rights were confirmed. The balance that the company still needs to undertake the responsibility of guarantee or repayment and intends to be deducted is 246842300 yuan (the relevant interest is calculated to December 25, 2020, and the final deduction shall be subject to the actual deduction). The performance guarantee issued by Yiyang group through Fuxin bank is still used as the bank credit guarantee, and the company will no longer occupy new funds due to illegal guarantee.
During the reorganization of Yiyang group, the above-mentioned matters related to the occupation of non operating funds by the controlling shareholder and the company’s suspected illegal guarantee have made effective settlement arrangements through cash settlement, equity settlement and unconditional and irrevocable bank guarantee guarantee.
To sum up, the independent directors express their independent opinions as follows: they agree with the solution of non recurring fund occupation and suspected illegal guarantee in the special statement of the board of directors, which is conducive to solving the relevant problems faced by the company and protecting the interests of listed companies and minority shareholders.
6、 Independent opinions on the company’s appointment of 2022 financial audit and internal control audit institutions
Dahua Certified Public Accountants (special general partnership) was conscientious, responsible and diligent during its tenure as the audit institution of the company, and was able to adhere to the principles of independence, objectivity and impartiality. The audit report issued for the company objectively and fairly reflected the financial status and operating results of the company in each period. The renewal of the annual financial audit and internal control audit institution meets the company’s strategic development needs and audit requirements. The matter has been nominated and reviewed by the audit committee of the board of directors of the company. The voting procedure is legal and compliant, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed that the company shall appoint Dahua certified public accountants as the company’s financial and internal control audit institution in 2022, and agree to submit this proposal to the company’s general meeting of shareholders for deliberation.
7、 Independent opinions on the company’s proposal on the provision for asset impairment in 2021
The independent directors made the following independent opinions on the company’s provision for asset impairment in 2021: the provision for asset impairment was made in accordance with the accounting standards for business enterprises and relevant accounting policies of the company.
The company’s financial statements can reflect the company’s assets and operating results more accurately and reliably after the provision for impairment of assets. The decision-making procedure of withdrawing the provision for asset impairment this time complies with the relevant provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The independent directors agree with the company’s withdrawing the provision for asset impairment this time. 8、 Independent opinions on the proposal on adding independent directors of the company
The independent directors of the company express their opinions on the above matters of adding independent director candidates as follows:
1. The procedures for the nomination of Jiang Xin as an independent director candidate by the board of directors of the company comply with the relevant provisions of the company law and the articles of Association;
2. After reviewing the personal resume and other relevant materials of the nominees, we believe that this nomination is carried out on the basis of fully understanding the nominees’ educational background, work experience, part-time work, social qualifications and professional quality, and has been approved by the nominees. The nominees are not prohibited from holding office as stipulated in Article 146 of the company law, and are determined by the CSRC to be prohibited from entering the market and have not been lifted. Agree to take the nominee as the candidate for independent director of the eighth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinion on the special statement of the board of directors of the company on matters involved in the qualified opinion audit report issued in 2021 with highlights and major uncertainties related to going concern
Dahua Certified Public Accountants issued a qualified opinion audit report on the 2021 financial statements of the company with emphasis on the event segment and the significant uncertainty segment related to continuous operation. The opinion was issued out of professional judgment in accordance with the requirements of the auditing standards for Chinese certified public accountants, and the basis and reasons comply with the relevant provisions. As an independent director of the company, we believe that the unqualified audit report with emphasized items issued by Dahua Certified Public Accountants (special general partnership) is objective, accurate and in line with the actual situation of the company. We have no objection to the audit report. We agree with the special statement of the board of directors on matters involved in the qualified opinion audit report issued in 2021 with emphasis and major uncertainties related to going concern. It is hoped that the board of directors of the company will solve the current problems faced by the company as soon as possible and safeguard the interests of the company and all shareholders.
Independent directors: Yang Fangchun, Chen Jinrong, Guo Jiesheng
April 27, 2022
