Guangzhou Jiacheng International Logistics Co.Ltd(603535) independent directors
Independent opinions on matters related to the 28th meeting of the 4th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies and the relevant provisions of the articles of association, as independent directors of Guangzhou Jiacheng International Logistics Co.Ltd(603535) (hereinafter referred to as "the company"), based on independent judgment, we express the following opinions on the relevant matters discussed at the 28th meeting of the Fourth Board of directors of the company:
(I) full text and summary of 2021 Annual Report
After review, we believe that the preparation and review procedures of the full text and abstract of the company's 2021 annual report comply with the laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
To sum up, we unanimously agree on the full text and summary of the 2021 annual report and submit it to the general meeting of shareholders for deliberation.
(II) profit distribution plan for 2021
The profit distribution plan for 2021 comprehensively considers the company's current operating conditions, current capital needs, future development plans and providing sufficient and reasonable return on investment to shareholders, which is in line with the relevant provisions of the profit distribution policy in the articles of association, as well as the requirements of relevant laws, regulations and normative documents. It not only fully considers the interests of the majority of shareholders, but also conforms to the current actual situation of the company, which is conducive to the long-term development of the company. There is no damage to the interests of the company and shareholders, especially the interests of minority shareholders.
To sum up, we unanimously agreed on the company's profit distribution plan for 2021 and submitted it to the general meeting of shareholders for deliberation.
(III) daily related party transactions in 2022
The daily related party transactions in 2022, which are expected to be submitted to the board of directors for deliberation, are required by the company's normal production and operation. The pricing of related party transactions complies with the market principle. When the board of directors deliberates and votes on the proposal, the related directors avoid voting, and the voting procedures of related party transactions comply with the provisions of relevant laws and regulations such as the company justice and the articles of association, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, we agree on the daily related party transactions in 2022. (IV) remuneration of directors and senior managers in 2022
When formulating the remuneration standards for directors and senior managers, the company shall, in combination with the actual business situation and with reference to the remuneration level of the industry, comply with the relevant remuneration policies and assessment standards of the company. The scheme can effectively mobilize the enthusiasm of work, the formulation of salary standards is reasonable, and the relevant decision-making procedures are legal and effective. To sum up, we unanimously agree on the remuneration of directors and senior executives in 2022 and submit the remuneration of directors to the general meeting of shareholders for deliberation.
（5） About 2022 annual guarantee plan
In 2022, the financing plan does not meet the needs of the overall development of the wholly-owned company and the main interests of the wholly-owned subsidiary, which is not in line with the normal operation needs of the wholly-owned company, and the financing plan does not meet the needs of the overall development of the wholly-owned company. The guaranteed is a subsidiary within the scope of the company's consolidated statements, and the financial risk is within the company's control, without damaging the interests of the company and shareholders, especially the interests of minority shareholders.
To sum up, we unanimously agree on the 2022 guarantee plan and submit it to the general meeting of shareholders of the company for deliberation.
(VI) about the company's plan for public issuance of convertible corporate bonds (Revised Version)
The plan for Guangzhou Jiacheng International Logistics Co.Ltd(603535) public issuance of convertible corporate bonds (Revised Version) prepared by the company complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other laws and regulations, as well as the articles of association and other relevant provisions, and conforms to the company's strategy, It is conducive to the continuation and implementation of the company's long-term strategic decision, enhance the company's core competitiveness, and meet the interests of the company and all shareholders.
To sum up, we unanimously agree to the plan for public issuance of convertible corporate bonds (Revised Version).
(VII) on the public issuance of convertible corporate bonds, diluting the immediate return and taking filling measures (Revised Version)
In accordance with relevant laws and regulations and the requirements of normative documents issued by the CSRC, the company analyzed the impact of the company's public issuance of convertible corporate bonds on the dilution of immediate return, and put forward specific measures to fill the return and relevant commitments.
The company's analysis on the impact of the public issuance of convertible corporate bonds on the dilution of immediate return shows that the relevant measures to fill the return comply with the requirements of relevant laws, regulations and normative documents issued by the CSRC, and are in line with the interests of the company and shareholders. The commitment of directors, senior managers, controlling shareholders and actual controllers of the company to take measures to dilute the immediate return of convertible corporate bonds in this public offering is in line with the development law of the industry, the company's strategic planning and the actual situation, which can effectively reduce the dilution effect of convertible corporate bonds on the immediate return of the company and prevent the risk of dilution of shareholders' immediate return, Improve the company's continuous return ability and comply with the provisions of relevant laws, regulations and normative documents.
To sum up, we unanimously agree to the public issuance of convertible corporate bonds, diluting the immediate return and taking filling measures (Revised Draft).
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Liang Xiaolin
Signed on: mm / DD / yyyy (this page is blank and is the signature page of independent directors' independent opinions on matters related to the 28th meeting of the 4th board of directors) signed by independent directors:
Tian Yu
Signed on: mm / DD / yyyy (this page is blank and is the signature page of independent directors' independent opinions on matters related to the 28th meeting of the 4th board of directors) signed by independent directors:
Lin xunliang
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