Shifeng Cultural Development Co.Ltd(002862)
Independent opinions of independent directors on matters related to the 13th meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation of listed companies on the main board”) and other laws and regulations, as well as the relevant provisions of Shifeng Cultural Development Co.Ltd(002862) articles of Association (hereinafter referred to as the “articles of association”), As an independent director of the third board of directors of Shifeng Cultural Development Co.Ltd(002862) (hereinafter referred to as “the company”), we express the following independent opinions on the relevant proposals in the 13th meeting of the third board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
The profit distribution plan is in line with the actual situation of the company, taking into account the company’s operation in 2021, share repurchase and development plan in 2022. There is no damage to the interests of the company and other shareholders, especially minority shareholders and non affiliated shareholders, and it is in line with the company law Guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws and regulations, as well as the provisions of the articles of association. Therefore, we unanimously agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the deposit and use of raised funds in 2021
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, comply with the relevant provisions of the company’s measures for the management of raised funds, and there are no violations in the deposit and use of raised funds.
The company’s special report on the deposit and use of raised funds in 2021 is prepared in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (the provisions were changed to the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board in January 2022) and relevant format guidelines, which truthfully reflects the actual deposit and use of raised funds in 2021 Usage and related disclosure information.
Therefore, we unanimously agree to the motion.
3、 Independent opinion on self evaluation report on internal control in 2021
After verification, the company has established a perfect internal control system covering major matters such as the company, related party transactions, external guarantee, use of raised funds, foreign investment, information disclosure, insider registration and management, which meets the requirements of the basic norms of enterprise internal control and the standardized operation of listed companies on the main board, as well as the actual situation of the company. It plays a preventive role in the internal operation risk control of the company and ensures the orderly development of all businesses of the company. In all processes and key links of the company’s operation and management, various systems can be effectively implemented, and there are no major defects in key control matters such as foreign investment, foreign guarantee, related party transactions, use of raised funds and information disclosure.
We believe that the self-evaluation report on internal control in 2021 reflects the actual situation of the construction and operation of the company’s internal control system, and we unanimously agree with the proposal.
4、 Independent opinions on the company’s use of its own idle funds to carry out entrusted financial management in 2022
The company uses idle self owned funds to carry out entrusted financial management, that is, to purchase low-risk financial products with high safety and good liquidity, has fulfilled the corresponding approval procedures, and complies with relevant laws and regulations, standardized operation of listed companies on the main board, articles of association and other relevant systems and regulations. At present, the company is in good operation and stable financial condition. On the premise of ensuring the normal operation capital demand and capital safety of the company, the company uses some of its own idle funds to carry out entrusted financial management, that is, to buy low-risk financial products with high safety and good liquidity, which is conducive to improving the use efficiency of the company’s own funds, improving the company’s profitability, and will not affect the normal development of the company’s main business, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree that the company will use the temporarily idle self owned funds of no more than 90 million yuan to carry out entrusted financial management, and agree to submit this proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on using some idle raised funds to purchase financial products of financial institutions
The decision-making procedures for the company to use the temporarily idle raised funds to purchase financial products of financial institutions comply with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the standardized operation of listed companies on the main board and the company’s measures for the management of raised funds. The company uses the temporarily idle raised funds to invest in high safety The principal guaranteed financial products of financial institutions with good liquidity are conducive to improving the use efficiency and cash management income of idle raised funds. They do not conflict with the implementation plan of raised funds investment projects, do not affect the normal progress of raised funds investment projects, and do not change the purpose of raised funds and damage the interests of shareholders of the company.
Therefore, we agree that the company will use no more than 100 million yuan of idle raised funds to purchase principal guaranteed financial products of financial institutions with high safety and good liquidity, and agree to submit this proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the guarantee provided by the controlling shareholder for the company and its subsidiaries to apply for credit financing and related party transactions
1. The company has communicated with us in advance about the controlling shareholder’s plan to provide guarantee for credit financing of the company and its subsidiaries and related party transactions. We listened to the reports of relevant personnel and reviewed relevant materials.
2. We believe that the matter is open, fair, reasonable and compliant. The guarantee provided by the controlling shareholder Mr. Cai Junquan for the financing application of the company and its subsidiaries is exempt from the guarantee fee, which is in line with the interests of the company and all shareholders, does not damage the interests of minority shareholders and the company, and is conducive to the long-term development of the company.
3. During the consideration of this matter, the related directors withdrew, the procedure was legal, the basis was sufficient, and the related guarantee behavior met the requirements of relevant laws and regulations.
Therefore, we agree to submit this proposal to the general meeting of shareholders for deliberation.
7、 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 rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (zjf [2022] No. 26) and other normative documents of the China Securities Regulatory Commission, as well as the relevant provisions of the articles of Association, as independent directors of the company, we have carefully understood and verified the occupation of funds and external guarantees of related parties in 2022, Relevant explanations and independent opinions are as follows:
(I) occupation of funds by controlling shareholders and other related parties
During the reporting period, there was no non operational occupation of funds by controlling shareholders, actual controllers and other related parties, nor was there any disguised occupation of funds by controlling shareholders and other related parties in other ways.
(II) external guarantee
There was no external guarantee in 2021.
As of December 31, 2021, the balance of external guarantee of the company is zero. The company can strictly control the external guarantee, and does not provide guarantee for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries, other related parties with less than 50% of the company’s shares, any legal person, unincorporated unit or individual.
8、 Independent opinions on the remuneration of directors and senior managers of the company
The annual remuneration paid by the company to the directors and senior managers who hold specific management positions in the company is determined based on the comprehensive measurement of assessment indicators, workload, regional income level and the income level of directors and senior managers over the years on the basis of the company’s annual operating performance. Scientific and reasonable payment of remuneration to directors and senior managers can effectively mobilize their work enthusiasm, improve the decision-making efficiency and execution of the board of directors and management, and further improve the operation and management level of the company. There is no illegal payment or benefit transfer, which is in line with the overall interests of directors and senior managers and the company.
Therefore, we agree to submit this proposal to the general meeting of shareholders for deliberation.
9、 Independent opinion on the provision for asset impairment in 2021
We believe that the provision for asset impairment of the company this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, the actual situation of the company, the basis is sufficient and reasonable, and the review procedure is legal and compliant. The provision for asset impairment of the company this time is based on the principle of prudence and truly and accurately reflects the financial status, asset value and operating results of the company as of December 31, 2021, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to the provision for asset impairment this time.
Shifeng Cultural Development Co.Ltd(002862) board of directors April 29, 2022
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independent director:
Huang Yipeng, Jin Peng
Zhong Ke
