Independent opinions of independent directors on relevant matters of the 30th meeting of the Fifth Board of directors of the company
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and the articles of association, as an independent director of the Fifth Board of directors of Sichuan Crun Co.Ltd(002272) (hereinafter referred to as the “company”), we are responsible to the company, all shareholders and investors, In accordance with the principle of seeking truth from facts, carefully check the qualifications of candidates for the sixth board of directors of the company, and express the following independent opinions:
1、 Independent opinions on the candidates for the change of the board of directors and the sixth board of directors of the company
The nomination procedures of independent director candidates and non independent director candidates comply with the relevant provisions of relevant laws and regulations. The nominees are based on a full understanding of the nominees’ educational background, professional experience and professional quality, and have obtained the consent of the nominees themselves. Upon examination, the nominees have the qualification and ability to serve as directors of the company, and it is not found that the candidates for directors are not allowed to serve as directors and independent directors of the company as stipulated in the company law and the articles of association, and there is no case that they are determined as market banned by the China Securities Regulatory Commission and have not been lifted, Nor has it been subject to any punishment or punishment from China Securities Regulatory Commission and Shenzhen Stock Exchange. The nomination and voting procedures for candidates for the new term of directors are legal and effective. Independent director candidates have the independence required by relevant regulations.
We agree to the list of candidates for directors of the sixth board of directors of the company and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. Among them, the candidates for independent directors shall be filed and reviewed by Shenzhen Stock Exchange, and can be submitted to the general meeting of shareholders for deliberation only after there is no objection.
2、 Independent opinions on the company’s bill pool business
At present, the company is in good operation. The company carries out bill pool business, which can comprehensively manage the company’s bills receivable and bills payable to be issued, reduce the company’s capital occupation, optimize the financial structure and improve the capital utilization rate. We agree that the company and its subsidiaries share a bill pool limit of no more than 1.2 billion yuan, that is, the cumulative spot balance of pledged and mortgaged bills used to carry out bill pool business with all cooperative banks shall not exceed 1.2 billion yuan. The above quota can be used in a rolling manner.
3、 Independent opinions on applying for comprehensive bank credit line and authorizing the chairman of the company to sign relevant loan and guarantee agreements
In combination with the company’s production and operation plan and objectives in 2022, we agree that the company and its holding subsidiaries intend to apply to the bank for a total of RMB 3260 million comprehensive credit. It is mainly used for short-term working capital loan, medium and long-term project loan, bank guarantee, China letter of credit, bank acceptance bill, international and China trade financing, foreign-related letter of credit, foreign-related letter of guarantee, Bill pool business, etc.
4、 Independent opinions on providing guarantee for subsidiaries to apply for comprehensive credit from banks
In combination with the company’s production and operation plan and objectives in 2022, we agree that the company and its holding subsidiaries intend to apply to the bank for a total of RMB 3260 million comprehensive credit, and the company provides joint and several liability guarantee for the holding subsidiaries to apply for the above comprehensive credit.
The company has fulfilled the necessary review procedures for the guarantee of wholly-owned subsidiaries in accordance with laws and regulations, the articles of association and other systems, fully revealed the risks of external guarantee, the company can effectively control the guarantee risk, and there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party.
In addition to the above guarantees, the company has no other external guarantees, and there are no external guarantees that occurred in the previous period but continued to the reporting period. There is no guarantee for shareholders, controlling subsidiaries of shareholders, subsidiaries of shareholders and other related parties holding less than 50% of the company, any unincorporated units or individuals and other non related parties.
The company has formulated the external guarantee decision-making system and established a perfect external guarantee risk control system. The company has performed the necessary review procedures for external guarantee matters, fully revealed the risks of external guarantee, and there is no obvious sign that the company may bear the guarantee liability due to the default of the guaranteed party’s debt.
Independent directors: Yin Zhanwu, Wang Yunchen and Li Guangjin February 24, 2022
