Fujian Oriental Silver Star Investment Co.Ltd(600753)
Independent directors’ opinions on the second meeting of the 8th board of directors of the company
Prior approval and independent opinions on relevant matters
As an independent director of the eighth board of directors of Fujian Oriental Silver Star Investment Co.Ltd(600753) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association, the working system of independent directors and other relevant provisions of the CSRC, We carefully reviewed the relevant meeting materials, based on objective and independent judgment, conducted a pre audit on the proposal on the prediction of daily connected transactions in 2022 to be submitted at the second meeting of the eighth board of directors, and expressed independent opinions on the relevant proposals considered by the board of directors as follows:
1、 Provision for bad debts of other receivables in large amount
After verification, we believe that:
The company’s large amount of bad debt provision for other receivables is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets. After the provision for impairment is made, the company’s financial situation can be more fairly reflected, which is conducive to the standardized operation of the company. The provision for impairment this time complies with the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, and there is no damage to the interests of the company and shareholders. It is agreed to withdraw the provision for bad debts of other receivables this time.
2、 Forecast of daily related party transactions in 2022
The following opinions are expressed on the proposal on the prediction of daily connected transactions in 2022 considered at the second meeting of the eighth board of directors of the company:
(I) prior approval opinions on the prediction of daily connected transactions in 2022
The company has communicated with us in advance the proposal on the prediction of daily connected transactions in 2022 considered at the second meeting of the eighth board of directors. We listened to the reports of relevant personnel and reviewed relevant materials. We believe that the connected transactions comply with the provisions of the company law, the securities law and other relevant laws, regulations and the articles of association, The transaction price is fair and reasonable, and there is no damage to the interests of the company and minority shareholders. It is agreed to submit the proposal to the board of directors for deliberation.
(II) independent opinions on the prediction of daily connected transactions in 2022
After careful review of relevant materials and based on the principle of independent and objective judgment, we believe that:
1. The company is mainly engaged in bulk trade supply chain business, and its main business is developing continuously and stably. The company and related parties are related party transactions that continue to occur based on the needs of normal daily business activities. Through this connected transaction, the company is conducive to promoting the development of the company’s trade business, enhancing the company’s main business capacity, increasing the company’s operating income and improving the rights and interests of all shareholders of the company. The related party transaction is fair and beneficial to the company and all shareholders.
2. The related party transaction refers to the market price and follows the pricing principles of fairness, impartiality, openness and rationality. The pricing is fair and will not have an adverse impact on the company’s financial status and operating results, affect the independence of the company, and do not damage the interests of the company and shareholders.
3. During the deliberation of this matter, Mr. Liang Yanfeng, a related director of the company, avoided voting, and the voting procedure was legal and effective, in line with the relevant provisions of the company law, the articles of association and the measures for the administration of related party transactions of the company.
Therefore, we unanimously agree on the expected matters of this connected transaction.
There is no text on this page, which is the signature page of Fujian Oriental Silver Star Investment Co.Ltd(600753) independent directors’ prior approval and independent opinions on matters related to the second meeting of the eighth board of directors of the company. Signature of independent director:
Feng Songlin, Zhang liqui, Zhang XiuXiu
January 28, 2002
