The independent opinions of the independent directors on matters related to the 20th meeting of the Fourth Board of directors are in accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the working system of independent directors and so on, As an independent director of Zjamp Group Co.Ltd(002758) (hereinafter referred to as “the company”), based on our independent judgment and careful review, we hereby express the following independent opinions on the relevant matters of the 20th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s external guarantee limit and approval authority in 2022
After verification, we believe that the external guarantee amount and approval authority of the company in 2022 are based on the needs of the company’s operation and development and the capital needs of the company and its subsidiaries’ operation and development and actual business in order to improve the asset operation efficiency. The maximum amount of guarantee and the financing purpose under the guarantee are appropriate, the operation and financial status of the guaranteed object are good, the provision of the above guarantee is in line with the interests of the company, and there is no infringement on the interests of the company’s shareholders, especially the minority shareholders. The deliberation and decision-making procedures of this guarantee comply with the relevant provisions of the company law and the articles of association, and the information is fully disclosed. Agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company’s bill pool business in 2022
After verification, we believe that the company’s bill pool business can comprehensively manage the company’s bills receivable and bills payable to be issued, revitalize the bill assets, improve the use efficiency of the company’s current assets, reduce capital occupation and optimize the financial structure. Therefore, we agree that the company and its holding subsidiaries and commercial banks with good credit standing in China carry out bill pool business with a total shared amount of no more than RMB 1.1 billion (inclusive). Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s hedging business in 2022
After verification, we believe that the foreign exchange hedging and commodity futures hedging businesses carried out by the company are based on normal production and operation, relying on specific business operations, and do not carry out foreign exchange and commodity futures transactions for the purpose of speculation. On the premise of complying with national laws and regulations and ensuring that it does not affect the normal production and operation of the company, the company timely carries out foreign exchange and commodity futures hedging business, which is conducive to avoiding the risk of foreign exchange market and commodity price fluctuation, reducing the impact of market fluctuation on the company’s operation and profit and loss, and in line with the interests of the company and all shareholders, especially minority shareholders. The feasibility analysis report issued by the company’s management on hedging transactions meets the provisions of laws and regulations and the company’s business development needs, is feasible, and the relevant approval procedures are compliant and the internal control procedures are sound. It is agreed that the company will carry out foreign exchange and commodity futures hedging business according to the needs of business development on the premise of ensuring that it does not affect the capital demand and capital security of normal operation.
4、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
After verification, we believe that the estimated amount of the company’s daily connected transactions is based on the needs of the company’s daily business activities and meets the actual business needs of the company. Related party transactions follow the principles of openness, fairness and impartiality. The price of related party transactions is determined through consultation with reference to market pricing. The pricing method is fair and reasonable, and the transaction is conducive to the production and operation of the company. When the board of directors of the company deliberated the proposal, the voting procedures were in line with the provisions of laws, regulations and the articles of association. The related directors had avoided voting, and there was no situation that harmed the interests of the company and all shareholders, especially the minority shareholders. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the company’s use of idle self owned funds for investment and financial management in 2022
After verification, we believe that the company has used idle self owned funds for investment and financial management, fulfilled the corresponding review and approval procedures, and complied with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and relevant laws and regulations, which can improve the use efficiency of funds and increase the investment income of the company. The company’s internal control system is relatively perfect, with sound internal control measures and systems, and the funds for investment and financial management can be guaranteed. It is in the interests of the company to choose an opportunity for financial management. We agree that the company will use idle self owned funds of no more than RMB 2.65 billion (inclusive) for investment and financial management in a timely manner, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on nominating candidates for non independent directors of the Fourth Board of directors
After verification, we believe that: 1. Mr. Cao Yongqi, a candidate for non independent directors of the company, meets the qualifications for serving as a director of a listed company, does not have the circumstances specified in Article 146 of the company law or other relevant provisions that he is not allowed to serve as a director of a listed company, and has not been banned from the securities market by the CSRC, Neither has he been punished or punished by the CSRC or Shenzhen Stock Exchange, nor is he a person subject to execution for dishonesty; 2. The nomination and election procedures of relevant non independent director candidates comply with the company law, the articles of association and other relevant provisions, and are legal and effective. 3. After knowing the educational background, work experience and physical condition of the candidates for non independent directors of the company, they can be competent for the responsibilities of the corresponding positions of the company, which is conducive to the development of the company. We agree to nominate Mr. Cao Yongqi as a candidate for non independent director of the Fourth Board of directors and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
The opinions are hereby.
Independent directors: Weng Guomin, LV Guiyuan and Guo Degui February 28, 2022
