Gui Zhou Tyre Co.Ltd(000589) independent director
Matters related to the 31st meeting of the 7th board of directors
Special instructions and independent opinions
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as independent directors of Gui Zhou Tyre Co.Ltd(000589) (hereinafter referred to as the “company”), with a prudent and responsible attitude, Carefully reviewed and supervised the contents of the proposal and relevant materials submitted to the 31st meeting of the seventh board of directors of the company for deliberation, and expressed the following independent opinions on relevant matters based on an independent and objective position:
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
During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties, nor did it occupy funds by related parties that occurred in previous years and accumulated to December 31, 2021. The company and its holding subsidiaries did not sign the external guarantee agreement, there was no illegal guarantee, and there was no external guarantee balance at the end of the reporting period. We believe that the actual situation of capital transactions and external guarantee between the company and related parties complies with relevant regulations.
2、 Independent opinions on the internal control evaluation report of the company in 2021
During the reporting period, the company further improved its internal control system. Various internal control systems and measures met the relevant national laws, regulations and regulatory requirements. The internal control system can meet the needs of the company’s operation, management and development and provide a reasonable guarantee for the preparation of true and fair financial statements.
The key internal control activities of the company are carried out in accordance with the provisions of various internal control systems. The internal control measures implemented by the company on major aspects such as holding subsidiaries, branches, related party transactions, external guarantees, major investments and information disclosure are strict, sufficient and effective, ensuring the normal and orderly production and operation activities of the company.
The preparation form and content of the company’s 2021 internal control evaluation report comply with the provisions of the above laws, regulations and normative documents, and truly and accurately reflect the current situation of the company’s internal control. We agree to the 2021 annual internal control evaluation report of the company.
3、 Independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 is put forward according to the actual situation of the company and complies with the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the standardized operation of listed companies on the main board of Shenzhen stock exchange and other laws and regulations The normative documents and the relevant provisions of the articles of association reflect the reasonable investment return to investors, match the company’s business performance and future development, comply with the company’s development plan, and do not damage the interests of the company and small and medium-sized investors. Therefore, we agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the company’s daily connected transactions in 2022
Related parties provide the company with supporting products and services required for production and operation, purchase rubber materials and waste leftover materials required for production from the company and make comprehensive utilization. All related party transactions follow the principles of good faith, equality, voluntariness and compensation for equal value, and there is no damage to the interests of the company and other minority shareholders.
5、 Independent opinions on the renewal of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and the payment of remuneration
Zhonghua Certified Public Accountants (special general partnership) has provided audit services for the company for many years. During his tenure as the company’s audit institution, he was able to follow the independent auditing standards for Chinese certified public accountants, express independent audit opinions diligently, dutifully, fairly and reasonably, and showed good professional ethics and practice level. Continuing to hire him as the company’s audit institution in 2022 is conducive to ensuring the continuity of the company’s audit work. The review procedure complies with the relevant provisions of relevant laws and regulations. We agree to renew the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s general meeting for deliberation.
6、 Special opinions on the difference of more than 20% between the actual amount and the estimated amount of some daily related party transactions of the company in 2021
In accordance with the rules for independent directors of listed companies issued by China Securities Regulatory Commission, the rules for listing stocks issued by Shenzhen Stock Exchange, the articles of association and other relevant provisions, we checked the daily related party transactions of the company in 2021, and issued special opinions on the difference between the actual amount of some related party transactions and the expected amount of more than 20% as follows:
1. The actual amount of waste tires and corner wastes sold by the company to the related party Gui Zhou Tyre Co.Ltd(000589) factory was 7.611 million yuan, 41.45% lower than the expected amount. The main reasons are: the company’s refund rate has decreased and the waste carcass has decreased. At the same time, the company is building a reclaimed rubber project to reduce the sales of waste carcass.
2. The company accepted the sporadic construction and machining services of the related party Gui Zhou Tyre Co.Ltd(000589) factory, and the actual amount of purchasing plastic bags and pads was 130399 million yuan, 29.51% lower than the expected amount. The main reasons are: Gui Zhou Tyre Co.Ltd(000589) plant reduces construction services after reorganization and will not provide construction services to the company after 2022.
3. The actual amount of handling, passenger transport and catering services provided by the company’s related party Gui Zhou Tyre Co.Ltd(000589) factory was 160221 million yuan, 2.3559 million yuan and 1.7512 million yuan respectively, lower than 38.38%, 41.10% and 22.79% of the estimated amount. The main reason is that the company’s Jinguan plant was closed in June 2021, resulting in a decrease in corresponding services.
In conclusion, we believe that the daily related party transactions of the company in 2021 meet the actual production and operation conditions and development needs of the company. The related party transactions of the company are priced according to the market principle, follow the principles of objectivity, fairness and fairness, and do not damage the interests of the company and other minority shareholders.
7、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
The deposit and actual use of the company’s raised funds in 2021 are consistent with those disclosed in the company’s special report on the deposit and actual use of raised funds in 2021, and comply with the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as self regulatory regulation No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, the raised funds are stored and used in a special account, and there is no situation of changing the purpose of the raised funds in a disguised manner and harming the interests of shareholders, and there is no case of illegal use of the raised funds; The company used the raised funds in strict accordance with relevant regulations and disclosed relevant information in a timely, true, accurate and complete manner. We agree to the special report on the deposit and use of the company’s raised funds in 2021.
8、 Independent opinions on Revising the plan for public issuance of convertible corporate bonds
The revised plan for the public issuance of convertible corporate bonds of the company is practical, in line with the current laws, regulations and normative documents such as the company law and the securities law, as well as the relevant provisions of the CSRC, the resolutions of the general meeting of shareholders and the actual situation of the company, the long-term development of the company and the interests of all shareholders, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not affect the independence of the listed company.
9、 Independent opinions on the report on the use of the company’s previously raised funds
The content of the report on the use of the previously raised funds (as of December 31, 2021) prepared by the company is true, accurate and complete, without false records, misleading statements and major omissions, in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds, and there is no violation of the deposit and use of the raised funds, Agree to the report on the use of the previously raised funds. Independent directors: Qin Guisheng, Bi Yan
Huang Yuegang, Yang Dahe
March 4, 2002
