Opinions of independent directors on matters related to the 24th Meeting of the Fourth Board of directors
separate opinion
As an independent director of Runjian Co.Ltd(002929) (hereinafter referred to as the “company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association of Runjian Co.Ltd(002929) (hereinafter referred to as the “articles of association”), the working system of Runjian Co.Ltd(002929) independent directors and other relevant laws In accordance with the provisions of laws, regulations and normative documents, in the attitude of being serious, responsible, prudent and responsible to all shareholders, through reviewing relevant materials, understanding relevant conditions and based on independent judgment, the company seriously reviewed the relevant proposals of the 24th Meeting of the Fourth Board of directors, and expressed independent opinions as follows:
1、 Independent opinions on providing guarantee for Boshen consulting to obtain comprehensive bank credit
After verification, the independent directors believe that: 1. The company’s provision of credit guarantee for Guangdong Boshen Consulting Co., Ltd. (hereinafter referred to as “Boshen consulting”) is mainly to support its business development, meet its actual business needs and meet the long-term interests of the company. The company has conducted sufficient calculation and Analysis on this matter, and believes that Boshen consulting has sufficient debt repayment ability, and the other shareholders of Boshen consulting provide corresponding joint and several guarantee measures according to the shareholding ratio, and the risk is controllable.
2. The company has gone through relevant examination and approval procedures for providing credit guarantee for Boshen consulting this time. The decision-making procedures comply with relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. There is no damage to the interests of the company and shareholders, especially the interests of minority shareholders, Since the asset liability ratio of Boshen consulting has exceeded 70%, this proposal needs to be submitted to the general meeting of shareholders for voting.
In conclusion, we agree to the credit guarantee and submit it to the general meeting of shareholders for deliberation. 2、 Independent opinions on providing guarantee for xinguangyuan to obtain comprehensive bank credit
After verification, the independent directors believe that: 1. The company’s provision of credit guarantee for Guangzhou xinguangyuan Power Design Co., Ltd. (hereinafter referred to as “xinguangyuan”) is mainly to support its business development, meet its actual business needs and meet the long-term interests of the company. The company has conducted sufficient calculation and Analysis on this matter and believes that xinguangyuan has sufficient debt repayment ability. At the same time, xinguangyuan is the holding subsidiary of the company. The company will strengthen internal control by taking daily capital revenue and expenditure monitoring for the subsidiary, regularly reporting the capital balance and fund utilization plan, and conducting special review on large expenditure, foreign investment, foreign guarantee and other matters, Ensure the safety of capital and guarantee, and the risk is controllable.
2. The company has gone through relevant examination and approval procedures for providing credit guarantee for xinguangyuan this time. The decision-making procedures comply with relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the articles of association. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
3、 Independent opinions on the proposal on using idle raised funds for cash management
After review, the independent directors believe that the maximum amount of idle raised funds used by the company for cash management does not exceed RMB 500 million, which is in line with the provisions of relevant laws, regulations, articles of association and other normative documents; It is conducive to improving the efficiency of the use of raised funds; Without affecting the construction and use of the raised funds, and on the premise of effective risk control, make rational use of some idle raised funds for cash management, so as to obtain more returns for the company and shareholders, which is in line with the principle of maximizing the interests of shareholders. There is no act of changing the purpose of the raised funds in a disguised form and damaging the interests of all shareholders. It is agreed that the maximum amount of idle raised funds used by the company shall not exceed RMB 500 million for cash management, and shall be recycled and used within the above limit within the validity period of the decision.
Independent directors: Li Shenglan, Ma Yinghua, Wan Haibin February 14, 2022
