Shenzhen Huakong Seg Co.Ltd(000068)
Independent opinions of independent directors on matters related to the seventh meeting of the seventh board of directors of the company
As an independent director of Shenzhen Huakong Seg Co.Ltd(000068) (hereinafter referred to as “the company”), in accordance with the guidance on establishing an independent director system in listed companies issued by China Securities Regulatory Commission, the provisions of the stock listing rules of Shenzhen Stock Exchange and the requirements of the articles of association and the independent director system, we are in a serious, responsible and realistic attitude, After carefully reviewing the relevant materials, we hereby express our independent opinions on the relevant matters considered and adopted at the seventh meeting of the seventh board of directors of the company as follows:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
As an independent director of the company in accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56) issued by the CSRC, as well as the requirements of relevant laws and regulations such as the guiding opinions on Establishing an independent director system in listed companies and the governance standards of listed companies, We consulted the relevant materials of the company, carefully checked the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties during the reporting period, and issued the following special instructions and independent opinions:
Occupation of funds by related parties: the capital transactions between the company and related parties are normal, and there is no non operational occupation of the company’s funds by the controlling shareholders and their related parties.
External guarantee: during the reporting period, the company provided joint and several liability guarantee for the wholly-owned subsidiary Huakong Kaidi to apply for a total financing credit line of 600 million yuan from the related parties Jinjian factoring and Jinjian leasing. This guarantee complies with the requirements of laws and regulations, and there is no situation that damages the interests of the company and other minority shareholders; The voting procedures of the board of directors of the company comply with relevant laws and regulations, normative documents and relevant provisions of the articles of association. In addition to the above guarantees, as of December 31, 2021, the company has no other external guarantees in any form.
We believe that during the reporting period, the company strictly implemented the relevant provisions of the notice on Several Issues Concerning Regulating the capital exchanges of related parties of listed companies and external guarantees of listed companies, and strictly controlled the risk of external guarantees and the risk of occupation of funds by related parties. During the reporting period, the company did not provide external guarantees in violation of regulations, nor did it occupy the company’s funds in violation of regulations by the company’s controlling shareholders and other related parties.
2、 Independent opinions on the company’s 2021 profit distribution plan and the plan for converting capital reserve into share capital have been reviewed. The company’s 2021 profit distribution plan complies with the cash dividend policy stipulated in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association, the shareholder return plan for the next three years (20202022), etc, It does not harm the interests of the company and its shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company.
We express our independent opinions on the profit distribution plan prepared by the board of directors of the company and agree to submit the plan to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s self evaluation report on internal control in 2021
According to the requirements of the basic norms of enterprise internal control jointly issued by the Ministry of finance, the CSRC and other departments and the guidelines on internal control of listed companies of Shenzhen Stock Exchange, as an independent director of the company, we have carefully reviewed the company’s internal control evaluation report in 2021, and based on our independent judgment, we express the following independent opinions:
The 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the establishment and operation of the internal control system. The company has established a standardized corporate governance structure and rules of procedure, defined the responsibilities and authorities in decision-making, implementation and supervision, and formed a scientific and effective division of responsibilities and check and balance mechanism. The company has strict, sufficient and effective internal control over subsidiaries, related party transactions, external guarantees, major investments, information disclosure and so on. The internal control self-evaluation report can truly, objectively and completely reflect the implementation and effect of the company’s internal control system, and is in line with the actual situation of the company’s internal control.
IV With regard to the independent opinion on the special explanation of the matters involved in the company’s non-standard unqualified opinion audit report, we have reviewed the special explanation on the matters involved in the matters highlighted in the unqualified opinion audit report of Shenzhen Huakong Seg Co.Ltd(000068) 2021 financial statements of Dahua Certified Public Accountants (special general partnership) and the company’s The board of directors issued a special statement on the matters involved in the matters highlighted in the unqualified audit report issued by the accounting firm, and issued the following independent opinions on this basis:
1. The unqualified audit report with emphasized items issued by Dahua Certified Public Accountants (special general partnership) objectively reflects the financial status and operation of the company in 2021, and objectively reflects the actual situation of the matters involved in the audit report in 2021.
2. We agree with the “special statement on matters involved in the matters highlighted in the unqualified audit report issued by the board of directors to the accounting firm”, and will continue to pay attention to and urge the board of directors and management of the company to implement specific measures to eliminate relevant matters involved in non-standard audit opinions as soon as possible and effectively safeguard the legitimate rights and interests of the company and all shareholders.
5、 Independent opinions on by election of independent directors
The controlling shareholder of the company, Shenzhen huarongtai Asset Management Co., Ltd., nominated Mr. Ma Yanping as the candidate for independent director of the seventh board of directors of the company. After examination, it was not found that Mr. Ma Yanping was not allowed to serve as an independent director in the company law and the articles of association, nor was he punished by the CSRC and other relevant departments or the stock exchange. After consulting the personal resume, educational background and work experience of the nominated independent director candidates, we believe that the candidates meet the requirements of relevant laws and regulations and the articles of association on the qualifications of independent directors, and meet the conditions for serving as independent directors of listed companies.
In conclusion, we agree to nominate Mr. Ma Yanping as an independent director candidate of the seventh board of directors of the company. Independent directors: any, min Zhihong, fan Yanping, Chen Yunhong
March 5, 2002
