Securities code: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) securities abbreviation: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705)
Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705)
Independent directors’ opinions on the sixth interim meeting of the sixth board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange and the articles of association of Guangdong Xinbao Electric Appliance Co., Ltd. (hereinafter referred to as the “articles of Association”), we are independent directors of Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) (hereinafter referred to as the “company”), Based on the principle of prudence and the position of independent judgment, after reviewing the relevant meeting materials and discussion, the company expressed the following independent opinions on the relevant matters considered at the sixth interim meeting of the sixth board of directors held on March 1, 2022:
1、 Independent opinions on the prediction of daily related party transactions between the company and Indonesia harmony Dongling in 2022
(I) the decision-making procedures of the board of directors for considering the related party transactions are legal and effective, and comply with the provisions of relevant laws and regulations and the articles of association.
(II) the company’s proposal on the prediction of daily connected transactions between the company and Indonesia harmony Dongling in 2022 meets the needs of the company’s daily operation and business development. The pricing of the connected transactions is based on the market price and follows the principles of objectivity, fairness and rationality, which has no adverse impact on the company’s sustainable operation ability and independence, The company’s main business will not rely on or be controlled by related parties due to such transactions, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
(III) the board of directors of the company explained the reasons for the large difference between the actual daily related party transactions between the company and Indonesia harmony Dongling in 2021 and the expectation: due to the improvement of the epidemic situation, the operation of Indonesia harmony Dongling gradually returned to normal, and the company increased its purchase and sales amount due to production and operation needs and market demand, which is a normal business behavior, It will not have a significant impact on the daily operation and performance of the company.
The explanation of the board of directors of the company on the actual and expected daily connected transactions between the company and Indonesia harmony Dongling in 2021 is in line with the actual situation of the company. The daily related party transactions of the company in 2021 are all transactions required by the company’s normal business, in line with the company’s production, operation and development strategy and relevant laws and regulations. The daily connected transactions that have occurred follow the principles of openness, fairness and impartiality, and there are no acts that harm the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to the proposal on the prediction of daily connected transactions between the company and Indonesia harmony Dongling in 2022.
Securities code: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) securities abbreviation: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705)
2、 Independent opinions on the company’s purchase of directors, supervisors and senior high liability insurance
The purchase of liability insurance for the company and all directors, supervisors and senior relevant personnel is conducive to improving the company’s risk control system, protecting the legitimate rights and interests of the company and its directors, supervisors and senior managers, promoting the company’s directors, supervisors and senior managers to fully exercise their rights and perform their duties, and conducive to the healthy development of the company. Relevant review procedures are legal and effective, all directors have avoided voting, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree to submit this matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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Securities code: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705) securities abbreviation: Guangdong Xinbao Electrical Appliances Holdings Co.Ltd(002705)
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Signature of independent director:
Song tiebo, Tan Youchao
Cao Xiaodong
March 1, 2022
