Founder Technology Group Co.Ltd(600601)
Opinions of independent directors at the second meeting of the 12th board of directors in 2022
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares on Shanghai Stock Exchange and the articles of association, as the independent director of Founder Technology Group Co.Ltd(600601) (hereinafter referred to as the “company”), we have carefully read the relevant materials provided by the company and, based on our independent judgment, express independent opinions on the relevant matters of the second meeting of the 12th board of directors in 2022 as follows:
1. Special instructions and independent opinions on external guarantee
According to the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, we carefully reviewed the external guarantees of the company during the reporting period according to the information provided by the company’s management and the audit report issued by Shanghai accounting firm (special general partnership): the company did not provide guarantees for controlling shareholders, actual controllers and their related parties; As of December 31, 2021, the company’s external guarantees are all guarantees for holding subsidiaries, without illegal guarantees, with a total guarantee amount of 1.136 billion yuan.
We believe that the external guarantee of the company is standardized, the decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association, the information disclosure is complete, the risk of external guarantee has been fully revealed, and there is no damage to the company and its shareholders.
2. Opinions of independent directors on the provision for asset impairment in 2021
The company’s provision for asset impairment in 2021 complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, and has fulfilled the corresponding decision-making procedures. After the provision for asset impairment is made this time, the company’s financial statements can more fairly reflect the company’s financial situation and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and there is no damage to the interests of the company and all shareholders. We agreed to withdraw the provision for asset impairment this time and submit it to the 2021 annual general meeting for deliberation.
3. Opinions of independent directors on changes in accounting policies
For this change of accounting policy, in order to more accurately reflect the operation of the company, the company plans to adopt the retrospective adjustment method, which is in line with the actual situation of the company and the relevant provisions of the accounting standards for business enterprises. The decision-making procedure complies with relevant regulations, and there is no situation damaging the interests of the company and shareholders.
4. Opinions of independent directors on the company’s profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 complies with the provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association. In view of the company’s performance loss in 2021 and in combination with the company’s capital situation, in order to promote the long-term development of the company, we agree to the profit distribution plan for 2021 proposed by the board of directors. And submit the above proposal to the general meeting of shareholders for deliberation.
5. Opinions on reappointment of independent directors of the company’s audit institution in 2022
Shanghui Certified Public Accountants (special general partnership) has many years of experience and ability to provide audit services for listed companies. During the audit of the company in 2021, he was diligent and conscientious, strictly abided by the provisions of the independent auditing standards for Chinese certified public accountants, earnestly performed his duties and scrupulously abided by professional ethics. The audit report issued can accurately, truly and objectively reflect the company’s financial situation and operating results, and the audit conclusion is in line with the actual situation of the company. We agree to continue to hire Shanghui accounting firm (special general partnership) to provide annual financial audit services and internal control audit services for the company, and submit the above proposal to the general meeting of shareholders for deliberation.
6. Opinions of independent directors on the expected guarantee amount of the company’s holding subsidiaries in 2021
Such guarantees are determined on the basis of reasonable prediction of the production and operation needs, cash flow and investment needs of the holding subsidiaries according to the company’s financial status and existing guarantees. The necessary decisions of the general meeting of shareholders in 2021 were reviewed and agreed, and the necessary decisions of the general meeting of shareholders in 2021 were consistent with the relevant laws and regulations.
7. Opinions of independent directors on the daily connected transactions of the company in 2021 and the expected authorization of daily connected transactions in 2022
The related party transactions between the company and its subsidiaries, Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. and its affiliates, Peking University Founder Group Co., Ltd., new founder holding Development Co., Ltd. and its subsidiaries are generated in the daily business activities of the company, which is conducive to reducing the management cost and expanding the product sales of the company. We have confirmed the related party transactions arising from the company’s daily business activities in 2021 and agreed to the expected authorization of the related party transactions arising from the company’s daily business activities in 2022. The above matters shall be submitted to the company’s 2021 annual general meeting for deliberation.
The voting procedure of this day-to-day connected transaction is legal and in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The connected directors avoided voting during the voting. This day-to-day related party transaction is fair and reasonable to the company and all shareholders, and there is no situation that damages the interests of the company and other non related party shareholders.
8. Opinions of independent directors on the risk assessment report of related deposits and loans and other financial businesses between the company and Peking University Founder Group Finance Co., Ltd
According to the special audit report on the deposit and loan business of Founder Technology Group Co.Ltd(600601) in Peking University Founder Group Finance Co., Ltd. issued by Shanghui Certified Public Accountants (special general partnership) and the risk assessment report on related deposit and loan and other financial business between the company and Peking University Founder Group Finance Co., Ltd. issued by the company, as of December 31, 2021, The company’s deposit balance in Peking University Founder Group Finance Co., Ltd. (hereinafter referred to as “finance company”) is 104000 yuan, which is very small and does not affect the normal production and operation of the company. Due to the reorganization of the group company, the financial company faces great losses in assets, and the regulatory indicators cannot meet the requirements of Article 34 of the measures for the administration of enterprise group financial companies. We believe that there may be some risks in the related deposit and loan and other financial businesses between the company and the financial company. Before the various regulatory indicators of the financial company fail to meet the regulatory requirements, the related deposit and loan business with the financial company will not be added.
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(there is no text on this page, which is the signature page of the opinions of independent directors at the second meeting of the 12th board of directors of Founder Technology in 2022)
Founder Technology Group Co.Ltd(600601)
independent director
Wang Xueli, Liu Jian, Wu Wuqing
April 28, 2022
