Konka Group Co.Ltd(000016) independent director
Relevant matters of the 54th meeting of the ninth board of directors of the company
Independent opinion of
1、 Special opinions on providing financial assistance to Yikang Technology Co., Ltd. according to the shareholding ratio
We have received a proposal that Konka Group Co.Ltd(000016) (hereinafter referred to as “the company”) provide financial assistance to Yikang Technology Co., Ltd. (hereinafter referred to as “Yikang technology company”) according to the shareholding ratio. In accordance with the relevant provisions of the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, we are the independent director of the company, We have carefully read the proposal and inquired and understood the relevant situation of the company’s financial assistance to Yikang technology company according to the shareholding ratio. Based on independent judgment, we hereby express the following independent opinions on the financial assistance to Yikang technology company according to the shareholding ratio deliberated and adopted at the 54th meeting of the ninth board of directors of the company:
The financial assistance provided by the company to Yikang Technology Co., Ltd. according to the shareholding ratio is determined after the company has comprehensively evaluated the asset status and debt repayment ability of Yikang Technology Co., Ltd., and Yikang Technology Co., Ltd. has the ability to repay the financial assistance. We believe that the overall risk of financial assistance provided by the company to it is controllable, will not affect the normal operation of the company, 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 shareholders, especially minority shareholders. At the same time, the proposal has fulfilled the necessary examination and approval procedures. We agree with the voting result of the board of directors of the company.
2、 Special opinions on counter guarantee and related party transactions provided by Shenzhen Konka Communication Technology Co., Ltd. to Shenzhen Overseas Chinese Town Co.Ltd(000069)
In accordance with the relevant provisions of the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we have carefully read the proposal of Shenzhen Konka Communication Technology Co., Ltd., a wholly-owned subsidiary of the company, to provide counter guarantee and associated transaction to Shenzhen Overseas Chinese Town Co.Ltd(000069) , and carefully reviewed the fairness and rationality of the transaction, Based on the sufficient information and our professional knowledge we think we have obtained, we make independent judgment on the transaction and express our opinions as follows:
(I) the proposal has been approved by independent directors in advance before being submitted to the board meeting for deliberation.
(II) the resolution was made by the board of directors of the company according to the actual needs of the company, and the deliberation procedures of the related party transaction comply with the Listing Rules of Shenzhen Stock Exchange, relevant laws and regulations of China and the provisions of the articles of association, As a shareholder of Yibin OCT Sanjiang Real Estate Co., Ltd., Shenzhen Konka Communication Technology Co., Ltd. provides counter guarantee to Shenzhen Overseas Chinese Town Co.Ltd(000069) according to the shareholding ratio, which is in line with business practices. The company’s related party transactions are objective and fair, and the transaction conditions are fair and reasonable, which reflects the principles of fairness, impartiality and openness, and does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders.
(III) when voting on this proposal, related directors Mr. Liu Fengxi, Mr. Yao Wei and Mr. Li Zheng avoided voting, and the other directors attending the meeting deliberated and approved the transaction. The voting procedure of the connected transaction is legal and embodies the principle of fairness and impartiality.
(IV) the related party transaction will be disclosed in accordance with the requirements of relevant laws and regulations. The deliberation and voting procedures of the related party transaction are compliant and legal. We agree with the voting result of the board of directors.
It is hereby declared.
independent director
February 21, 2002
