Caissa Tosun Development Co.Ltd(000796) independent director
Independent opinions on matters related to the 42nd meeting of the ninth board of directors in accordance with the guiding opinions on the establishment of independent director system in listed companies and the articles of association and other relevant provisions, as Caissa Tosun Development Co.Ltd(000796) independent directors, based on the principles of independence, objectivity and impartiality, We hereby give prior approval to the relevant proposals and related matters considered at the 42nd meeting of the ninth board of directors held on April 29, 2022, and express the following independent opinions:
1. Independent opinions on the company's profit distribution plan in 2021
In view of the fact that the company's outbound tourism business is still at a standstill in 2021 and the company continues to suffer losses, in order to ensure the normal operation and future development of the company, the company will not distribute profits in 2021, which is in line with the current actual operating conditions and long-term development needs, and is conducive to safeguarding the long-term interests of shareholders. At the same time, considering the share repurchase of the company in previous years, this distribution scheme also meets the requirements of the articles of association and other relevant regulations. To sum up, we agree with the plan of no profit distribution proposed by the board of directors and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2. Independent opinions on the company's internal control evaluation report in 2021
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) audited the effectiveness of the company's internal control over the 2021 financial report and issued the internal control audit report, which issued a negative opinion on the effectiveness of the company's internal control. The management of the company has fully recognized the above major defects and included them in the enterprise internal control evaluation report. These deficiencies are fairly reflected in all material aspects. We believe that:
There were significant defects in the company's internal control in 2021. As an independent director of the company, we attach great importance to the problems reflected in this internal control report. At present, we are urging the company to continue to carry out in-depth internal self-examination and rectification from the perspective of comprehensively strengthening internal control, comprehensively self-examination and rectification from the aspects of internal control system construction, personnel management and internal control implementation, and sort out the existing systems to find out omissions and make up for deficiencies. In strict accordance with the basic norms of enterprise internal control and other provisions, improve and implement various systems, comprehensively strengthen control, and ensure that the company maintains effective internal control in all major aspects. We will urge the board of directors and management of the company to take effective measures to solve the above problems as soon as possible, so as to safeguard the rights and interests of the company to the greatest extent, protect the interests of small and medium-sized investors, and fulfill the obligation of information disclosure in a timely manner in strict accordance with relevant regulations.
3. Independent opinions on the renewal of the company's accounting firm in 2022
The independent directors of the company conducted a pre audit on the matters to be employed by the accounting firm and expressed their agreed independent opinions.
(1) Prior approval opinions of independent directors: we have carefully reviewed the proposal on the proposed renewal of the company's accounting firm in 2022 provided by the board of directors, reviewed the relevant qualifications of the accounting firm, and believed that in the process of serving as the company's multi-year audit institution, China audit Zhonghuan can adhere to the independent audit with a fair and objective attitude, and well fulfill the responsibilities and obligations of the audit institution. We agree to reappoint Zhong Zhonghuan as the company's audit institution in 2022 and submit the matter to the 42nd meeting of the ninth board of directors for deliberation.
(2) Independent opinions of independent directors: in the process of auditing the company's multi-year financial statements, internal control audit and other professional work, China audit Zhonghuan was able to perform its duties in accordance with the independent, objective and impartial practice standards, perform its duties scrupulously, and provide professional audit services for the company with a rigorous independent review attitude. The board of directors of the company plans to reappoint Zhong Zhonghuan as the company's audit institution in 2022, and its decision-making procedures comply with the guidelines for standardized operation, the articles of association and other relevant provisions. The above matters do not damage the legitimate rights and interests of the company and all shareholders. We agree to this matter and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
4. Special opinions on the annual deposit and actual use of the company's raised funds in 2021
By checking the deposit and use of the company's raised funds in 2021, we believe that the special report on the annual deposit and actual use of raised funds in 2021 prepared by the board of directors has truly, accurately and completely reflected the deposit and use of the company's raised funds in 2021, and the deposit and use of the company's bond raised funds comply with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds by listed companies, there are no violations in the deposit and use of raised funds.
5. Prior review and independent opinions on the prediction of the company's daily connected transactions in 2022
The company submitted relevant materials to us in advance. We understood the overall relationship of the company's related parties, conducted prior review and issued prior approval opinions. After the legal voting of the resolution and the related directors' withdrawal procedure are passed, the resolution shall be valid. We believe that the daily related party transactions are mainly due to the particularity of the company's main business and belong to the needs of normal business operation, which is helpful to further consolidate the market competitiveness of the company's business; The related party transactions are priced according to the fair pricing method that does not damage the rights and interests of the listed company; The procedures of this related party transaction are legal and effective, and comply with the provisions of the articles of association, related party transaction management system, etc; The listed company's rights and interests will not be affected by the non-compliance with the listed company's rights and interests and the related party transactions.
6. Independent opinions on funds occupied by controlling shareholders and other related parties and external guarantees
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 relevant provisions of the CSRC, we have carefully checked the capital occupation and external guarantees of the company's controlling shareholders and other related parties in 2021, and our independent opinions are as follows:
In 2021, the company did not occupy the company's funds by the controlling shareholders and their related parties, nor did the controlling shareholders and their related parties occupy the funds illegally in previous years and continued to the reporting period. The company has no other external guarantee or illegal external guarantee. The company's external guarantees and fund transactions with related parties shall comply with relevant approval procedures and perform relevant information disclosure obligations in accordance with laws, administrative regulations, normative documents, articles of association and other relevant provisions, and there is no situation that damages the legitimate rights and interests of the company and its shareholders.
At the same time, the subject qualification and credit status of the company and its holding subsidiaries comply with the relevant provisions of guarantee. Mutual insurance between the company and its holding subsidiaries helps to promote the virtuous circle of fund-raising and financing of the company, which is in line with the interests of the company and all shareholders.
7. Independent opinions on the provision for asset impairment and the recognition of changes in the fair value of other equity instrument investments in 2021
In order to truly reflect the company's financial situation and operating results, according to the relevant provisions of the accounting standards for business enterprises, the company has comprehensively checked and analyzed the signs of impairment of the value of relevant assets in the consolidated statements as of December 31, 2021, and tested them by asset category. According to the test results, the impairment of goodwill within the scope of the company's consolidated statements in 2021 is 432999 million yuan. The change in the fair value of other equity instrument investment is included in other comprehensive income, which reduces the company's other comprehensive income by 1135547 million yuan in 2021 and the owner's equity by 1568546 million yuan at the end of 2021.
We believe that the company's provision for goodwill impairment and the recognition of changes in the fair value of other equity instrument investments are based on sufficient basis, in line with the provisions of the accounting standards for business enterprises and the company's accounting policies, and in line with the actual situation of the company. The decision-making process complies with the relevant requirements of laws and regulations, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. It is agreed that the company recognizes the changes in the fair value of other equity instrument investments this time.
8. Independent opinions on changes in accounting policies of the company
On November 2, 2021, the accounting department of the Ministry of Finance issued a Q & A on the implementation of the accounting standards for Business Enterprises No. 14 - revenue. The company changed its accounting policies accordingly in accordance with the relevant provisions on the implementation of Q & A. This accounting policy complies with the relevant provisions of the Ministry of finance, is conducive to objectively and fairly reflect the company's financial situation and operating results, and is in line with the interests of the company and all shareholders.
Independent directors: Bi Xiuli, Wang Yonghai, Ma Ren, Yu Yin April 30, 2022
