Beijing Compass Technology Development Co.Ltd(300803)
Independent opinions of independent directors on relevant matters
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as "the company") convened the 22nd Meeting of the 12th board of directors on January 24, 2022, deliberated and adopted the annual report and summary of 2021 and other proposals, in accordance with the securities law, the rules for independent directors of listed companies As an independent director of the company, based on our independent judgment, we believe that the convening procedures of this meeting comply with the provisions of relevant laws and regulations, normative documents and the articles of Association; No violation of the principle of good faith was found in decision-making procedures and information disclosure. We hereby express our independent opinions on relevant matters as follows: I. independent opinions on the company's profit distribution plan for 2021
In accordance with the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised 2022) and other relevant provisions of the CSRC, we have consulted the articles of association According to the company's shareholder return plan for the next three years (2019-2021) and the relevant documents on the company's participation in the recruitment and selection of investors in the bankruptcy reorganization of wechat securities, we believe that the profit distribution plan for 2021 prepared by the board of directors of the company comprehensively considers the factors such as shareholder return and the development of the company, and there is no violation of laws and regulations and the articles of association, Nor does it harm the interests of the company's shareholders, especially the minority shareholders. We unanimously agree on the company's profit distribution plan for 2021.
2、 Independent opinions on the appointment of accounting firms
We have made prior approval of the company's engagement of an accounting firm in 2022. After verification, we believe that the Zhitong accounting firm (special general partnership) (hereinafter referred to as "Zhitong firm") to be employed by the company has the qualification for securities and futures related business and has many years of experience and ability to provide audit services for listed companies, It can meet the requirements of the company's financial audit work, help to ensure and improve the quality of the company's audit work, and help to protect the interests of listed companies and other shareholders, especially the interests of small and medium-sized shareholders. The proposed Zhitong has sufficient independence, professional competence and investor protection ability. When the board of directors deliberated on relevant proposals, the voting procedures were in line with the provisions of relevant laws and regulations. We unanimously agreed to appoint Zhitong as the company's audit institution in 2022.
3、 Independent opinions on the special notes on the occupation of non operating funds and other related capital transactions of the company
In accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020), and other relevant provisions, We consulted the special instructions on Beijing Compass Technology Development Co.Ltd(300803) non operating fund occupation and other related fund transactions (ztzz (2022) No. 110a000398) issued by Grant Thornton, and conducted a serious review on the fund occupation of the company's controlling shareholders, actual controllers and other related parties. We believe that there were no controlling shareholders We agree with the above special instructions issued by Grant Thornton on the non operational occupation of the company's funds by the actual controller and other related parties.
4、 Independent opinion on self evaluation report on internal control in 2021
According to the requirements of laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (2022) and the company's internal system, we have reviewed the company's self-evaluation report on internal control in 2021. We believe that the company has established a relatively perfect internal control system, Be able to adapt to the requirements of the company's management and the needs of development; The internal control of corporate governance, information disclosure, related party transactions and external guarantee is strict, sufficient and effective, which ensures the normal operation and management of the company, conforms to the actual situation of the company, and is reasonable and effective; The company's self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
5、 Independent opinions on the company's special report on the deposit and use of raised funds in 2021
In accordance with relevant laws and regulations such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies (2022) According to the requirements of normative documents, we reviewed the company's special report on the storage and use of raised funds in 2021 and consulted the verification report on the storage and use of raised funds in Beijing Compass Technology Development Co.Ltd(300803) 2021 issued by Zhitong (Zhitong zhuanzi (2022) No. 110a000400). We believe that the company has carried out special account storage and special use of raised funds, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders. The deposit and use of the company's raised funds in 2021 comply with the provisions of laws, regulations and normative documents.
6、 Independent opinions on using some idle self owned funds for cash management
In accordance with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies (2022), we checked the purchase of financial products disclosed in the company's regular report in the last year, We believe that the company's use of some idle self owned funds for cash management this time complies with the provisions of relevant laws and regulations. At present, the company is in good operation, stable financial condition and abundant funds. On the premise of not affecting normal operation and effectively controlling risks, the company uses idle self owned funds for cash management, which is conducive to improving the use efficiency of idle funds, Increasing the company's income is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree that, on the premise of not affecting the normal operation of the company and effectively controlling risks, the company can use idle self owned funds of no more than RMB 1 million for cash management and purchase investment products with good liquidity, non breakeven and low risk. The validity period of cash management is from the date of approval of the company's annual general meeting in 2021 to the date of holding the annual general meeting in 2022. It can be recycled and used within the validity period and limit. It is agreed to submit the above matters to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on shareholder return planning for the next three years
In accordance with the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised 2022) and other relevant provisions of the CSRC, we have consulted the articles of association and the shareholder return plan for the next three years (2022-2024), We believe that the current shareholders' return plan formulated by the company comprehensively considers the shareholders' return, the company's development and other factors, and there is no violation of laws and regulations, the articles of association, or damage to the interests of the company's shareholders, especially small and medium-sized shareholders. We unanimously agree with the current shareholders' return plan formulated by the company.
8、 Independent opinions on the company's external guarantee in 2021
In accordance with the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies, and the notice on regulating the external guarantees of listed companies, we have carefully understood and verified the company's accumulated and current external guarantees in 2021, and now express our independent opinions as follows:
During the reporting period, the company did not have external guarantees, nor did it have external guarantees that occurred in previous years and accumulated to December 31, 2021.
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(there is no text on this page, which is the signature page of Beijing Compass Technology Development Co.Ltd(300803) independent directors' independent opinions on relevant matters) signature of independent directors:
Li Wenting, Sun Wenjie, sun Manli
January 24, 2022
