Independent directors on the 4th board of directors
Independent opinions on relevant matters of the 26th meeting
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure for independent directors and other relevant provisions of China Securities Regulatory Commission, as independent directors of Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as “the company” and ” Xiamen Wanli Stone Stock Co.Ltd(002785) “), we are responsible to the company, all shareholders and investors, In accordance with the principle of seeking truth from facts, the relevant proposals of the 26th meeting of the Fourth Board of directors of the company were carefully reviewed, and the relevant materials provided by the company were carefully read. Based on independent judgment, we hereby express our independent opinions as follows:
1、 Independent opinions on the company’s daily related party transactions in 2022
1. The company’s daily connected transactions in 2022 are expected to meet the needs of the company’s daily operation and business development and the overall interests of the company and shareholders.
2. Related party transactions are priced according to the market and follow the principles of openness, fairness and impartiality. The pricing is fair. There is no use of related party transactions to damage the interests of the company and shareholders, especially the interests of minority shareholders, and does not affect the independence of the company.
3. When the board of directors of the company considered the above related party transactions, the related directors Mr. Hu Jingpei and Mr. Zou Peng have avoided voting. The review procedures comply with the provisions of the company law, the securities law and other relevant laws and regulations. After verification, we found that there was a certain difference between the total amount of daily related party transactions actually occurred in 2021 and the estimated amount. After consulting relevant materials and communicating with the company’s management, we believe that the difference between the actual amount of daily related party transactions and the estimated amount is mainly due to the irreplaceable nature of specific types of stone blocks and the uncertainty of project consumption.
Therefore, it is agreed that the company’s daily related party transactions in 2022 are expected, and it is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on external guarantee provided by the company and its subsidiaries
We have deliberated on the proposal of the company and its subsidiaries to provide external guarantees, and believe that the external guarantees provided by the company and its subsidiaries are mainly needed for the operation of the company and its subsidiaries, support their business development, and are in the common interests of the company and its subsidiaries. The company can effectively control and prevent risks and will not adversely affect the normal operation of the company, There is also no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The Shenzhen Stock Exchange has complied with the necessary approval procedures of the CSRC and relevant laws and regulations. In conclusion, it is agreed that the company and its subsidiaries provide external guarantees.
3、 Independent opinions on the financial management quota of the company and its subsidiaries in 2022
At present, the company and its subsidiaries are in good operation and stable financial condition. Under the premise of ensuring the daily operation capital demand and capital safety, the company and its subsidiaries use idle funds of no more than RMB 100 million for financial management and cash management, which is conducive to improving the use efficiency of the company’s funds and increasing the company’s income on the premise of controlling risks, It will not adversely affect the production and operation of the company, which is in line with the interests of the company and will not damage the interests of the company and all shareholders, especially minority shareholders.
4、 Independent opinions on the company’s provision for credit impairment and asset impairment in 2021
The provision for credit impairment and asset impairment this time adopts sound accounting principles, the basis is sufficient and reasonable, the decision-making procedures are legal and compliant, comply with the accounting standards for business enterprises and relevant rules and regulations, and can objectively and fairly reflect the financial status, asset value and operating results of the company as of December 31, 2021, Moreover, the company’s provision for credit impairment and asset impairment this time is in line with the actual situation of the company, and there is no damage to the interests of the company and all shareholders, especially minority shareholders.
We agree to withdraw the provision for credit impairment and asset impairment this time.
(there is no text below, which is the signature page of the opinions of independent directors)
(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors’ independent opinions on matters related to the fourth meeting of the board of directors)
independent director:
Liao Yixin
(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors’ independent opinions on matters related to the fourth meeting of the Fourth Board of directors)
independent director:
Ren Li
(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors’ independent opinions on matters related to the fourth meeting of the Fourth Board of directors)
independent director:
Hu Shiming
specific date
