Shenzhen Guohua Network Security Technology Co.Ltd(000004) independent directors
Independent opinions on matters related to the 7th Meeting of the 10th board of directors
As an independent director of Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as “the company”), we attended the 7th Meeting of the 10th board of directors of the company. In accordance with relevant laws and regulations, we have carefully reviewed various proposals prepared at the meeting and expressed independent opinions on relevant matters as follows:
1、 Special instructions and independent opinions on the occupation of funds by related parties and the company’s external guarantee
According to the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), we checked the occupation of related party funds and external guarantee of the company from January to December 2021, We hereby make a special explanation on the relevant situation and express our independent opinions as follows:
(I) occupation of funds by controlling shareholders and other related parties
As of December 31, 2021, the company has no non operating occupation of the company’s funds by controlling shareholders and other related parties. The special instructions on the occupation of Shenzhen Guohua Network Security Technology Co.Ltd(000004) non operating funds and other related capital transactions issued by Zhitong Certified Public Accountants (special general partnership) truthfully reflect the above situation.
(II) external guarantee
During the reporting period, the company had no external guarantee.
To sum up, the independent directors believe that the company has effectively controlled financial risks and there are no matters damaging the interests of the company and its investors.
2、 Independent opinions on 2021 equity distribution plan
We believe that the plan proposed by the board of directors of the company not to carry out equity distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The equity distribution plan has legitimacy, compliance and rationality, and there is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, we agree to the equity distribution plan for 2021.
3、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
During the reporting period, the company determined the remuneration of directors and senior managers according to the salary management system and in combination with the annual operation of the company. The remuneration review procedure was in line with the provisions of the company law, the articles of association and relevant laws and regulations, and the remuneration standard was in line with the actual situation of the company. It agreed to the remuneration of directors and senior managers in 2021.
4、 Independent opinion on internal control evaluation report in 2021
According to the guidelines on internal control of listed companies and other relevant provisions of Shenzhen Stock Exchange, we have carefully understood the company’s internal control system, and now express the following opinions on the evaluation of the company’s internal control:
The current internal control system of the company has certain defects. The company needs to strengthen the construction of relevant laws and regulations of management personnel, improve the execution of internal control system, control the internal standardized operation mechanism of the company, and the company can face the defects and actively complete the rectification. We recognize this. It is hoped that in the future, the company will clarify the goal of strengthening internal control, ensure the authenticity, legitimacy and integrity of the company’s financial data, complete the information disclosure truthfully, accurately, timely and completely, treat all investors openly, fairly and fairly, and effectively protect the interests of the company and investors.
5、 Independent opinions on the achievement of performance commitments and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd
According to the audit of Zhitong Certified Public Accountants (special general partnership), Beijing Zhiyou Wangan Technology Co., Ltd. did not complete the performance commitment in 2021. According to the compensation agreement signed between the company and the performance commitment parties Peng Ying, Guo xunping, Zhengzhou Zhonghe Wangan Information Technology Co., Ltd., Shenzhen Ruihong Real Estate Development Co., Ltd. and Zhuhai Hengqin Puyuan technology partnership (limited partnership), the performance commitment party shall make compensation in accordance with the compensation agreement. The performance compensation scheme proposed by the company conforms to the agreement between the company and the performance commitment party in the compensation agreement, and can fully protect the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree to the achievement of performance commitments and performance compensation plan of Beijing Zhiyou Wangan Technology Co., Ltd., and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the provision for asset impairment
The company’s provision for asset impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. The review procedure is legal and based on sufficient basis. After the provision for asset impairment is made, the financial statements can more fairly reflect the company’s financial status and operating results, which is in line with the overall interests of the company and does not damage the interests of the company and minority shareholders. We unanimously agree that the provision for asset impairment this time.
7、 Independent opinion on the special explanation of matters involved in the qualified audit report issued by the accounting firm
We believe that the qualified opinion issued by the accounting firm for the company’s 2021 financial report and the audit report in the description section of major uncertainties related to sustainable operation truly and objectively reflect the company’s financial situation, respect and agree with the audit opinion issued by the accounting firm, and will continue to pay attention to and supervise the implementation of the company’s solutions, urge and promote the elimination of the impact of relevant matters, and safeguard the interests of the company and the majority of investors.
8、 Independent opinion on the special explanation of matters involved in the internal control audit report issued by the accounting firm
We believe that the internal control audit opinion issued by the accounting firm objectively and truly reflects the company’s situation, agree with the special statement of the board of directors on the matters involved in the internal control audit report with negative opinions issued by the accounting firm, and will continue to pay attention to and urge the company to actively take effective measures to eliminate internal control risks and safeguard the legitimate rights and interests of the company and the majority of investors.
9、 Independent opinions on the general election of the board of directors and the nomination of candidates for directors of the 11th board of directors
As an independent director of the company, we have carefully reviewed the personal resume and relevant materials of the candidates nominated this time. We believe that the candidates nominated this time have the qualifications of directors of listed companies as stipulated by laws and administrative regulations, have the necessary work experience to perform the duties of directors, meet other conditions specified in the articles of association, and the nomination procedure is legal and effective; The candidates for independent directors nominated this time meet the basic conditions for independent directors specified in the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the company’s independent director system of the CSRC, have independence and work experience necessary for performing the duties of independent directors, and the nomination procedure is legal and effective.
We agree to nominate Mr. Huang Xiang, Mr. Li chensen, Mr. Chen Jinhai, Mr. Liang Xin, Mr. Wu Difei and Mr. Liu duohong as candidates for non independent directors of the 11th board of directors, and Mr. Xiao Yongping, Ms. Qiu Xiaping and Ms. Zhong Mingxia as candidates for independent directors of the 11th board of directors.
Independent director: Xiao Yongping, Qiu Xiaping, Zhong Mingxia April 29, 2002
