Guanghui Logistics Co.Ltd(600603) independent director
Independent opinions on relevant proposals of the second meeting of the 10th board of directors in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors, the articles of association and other relevant provisions of the CSRC, as independent directors of the company, we hereby express our independent opinions on the relevant proposals of the second meeting of the 10th board of directors in 2022 as follows:
1、 Proposal on no profit distribution of the company in 2021
The company’s plan not to carry out profit distribution in 2021 is in line with the current actual situation of the company, takes full account of the company’s current operating performance and strategic needs, takes into account the immediate and long-term interests of shareholders, is conducive to the sustainable, stable and healthy development of the company, and complies with the articles of association, the relevant provisions of the CSRC and the Shanghai Stock Exchange on cash dividends of listed companies, directors Supervisors and senior managers are diligent and responsible, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, no obvious unreasonable situation such as cash out of major shareholders, or relevant shareholders abuse shareholders’ rights and improperly intervene in the company’s decision-making. Therefore, we agree to submit the proposal of no profit distribution in 2021 to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 With regard to the special report on the deposit and use of the company’s raised funds in 2021, we have carefully reviewed the special report on the deposit and actual use of the company’s raised funds in 2021 and believe that the deposit and use of the company’s raised funds in 2021 comply with the requirements of the China Securities Regulatory Commission According to the relevant provisions of Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, there is no illegal use of raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
3、 Proposal on daily connected transactions of the company in 2022
We believe that the expected daily connected transactions belong to the normal business behavior of the company. The related party transactions of both parties have followed the principles of openness, fairness and impartiality in terms of pricing policies and settlement methods, and there has been no behavior damaging the interests of minority shareholders. During the deliberation of the proposal, the two affiliated directors have avoided voting as required. The voting procedures of the board of directors comply with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations and the articles of association. They are legal and effective, and there is no damage to the interests of the company and non affiliated shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on estimating the company’s daily connected transactions in 2022. 4、 Proposal on the estimated total guarantee amount of the company in 2022
We believe that the estimated total amount of guarantee in 2022 can meet the needs of the company’s business development. The guaranteed companies are all subsidiaries within the scope of the company and consolidated statements, with good credit status, ability to repay due debts, controllable guarantee risk and no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We unanimously agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 The proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options because the company’s net profit attributable to the parent company in 2021 was 57289924986 yuan. Based on the net profit in 2017, the growth rate of the company’s net profit in 2021 was less than 200%, and the fourth conditions for the removal of restrictions on sale / exercise of the first grant part and the third conditions for the removal of restrictions on sale / exercise of the reserved part were not reached, Repurchase and cancel 3.918 million shares of restricted shares that have been granted but not yet lifted, including 3.326 million shares of restricted shares granted for the first time at a repurchase price of 1.393 yuan / share, 592000 shares of reserved restricted shares granted at a repurchase price of 1.421 yuan / share; 3.918 million stock options granted but not exercised were cancelled, including 3.326 million stock options granted for the first time and 592000 reserved stock options granted. Comply with the measures for the administration of equity incentive of listed companies and the company’s 2018 restricted stock and stock option incentive plan (Draft), and the deliberation procedures of the board of directors are legal and compliant. The repurchase and cancellation of some restricted shares and the cancellation of some stock options will not have a significant impact on the company’s operating performance, and there is no damage to the interests of the company’s shareholders, especially the interests of minority shareholders.
We unanimously agree to the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and agree that the board of directors shall handle matters related to repurchase and cancellation of this part of restricted shares and cancellation of this part of stock options in accordance with the authorization of the company’s 2017 annual general meeting of shareholders.
6、 With regard to the proposal on the company’s entrusted financial management with idle self owned funds in 2022, we believe that the company is in good operation and stable financial condition. In order to improve the use efficiency of the company’s own idle funds, on the premise of complying with national laws and regulations, ensuring capital safety and ensuring that it does not affect the normal production and operation of the company, The company can obtain certain investment income by using its own idle funds to purchase short-term financial products with low risk and stable income, which 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 all shareholders, especially small and medium-sized shareholders.
(there is no text on this page, which is the signature page of Guanghui Logistics Co.Ltd(600603) independent directors’ independent opinions on relevant proposals of the second meeting of the 10th board of directors in 2022)
Signature of independent director:
Dou ganggui song Yan
Ge Ju
March 9, 2022
