Sunny Loan Top Co.Ltd(600830) independent directors
Independent opinions on matters related to the fifth meeting of the 10th board of directors
In accordance with the company law, the securities law, the rules for independent directors of listed companies, the provisions of the CSRC and Shanghai Stock Exchange on the code of conduct of independent directors, the articles of association and the working system of independent directors of the company, and with an objective attitude of loyalty, diligence, prudence and independence, As an independent director, we express independent opinions on relevant matters submitted to the fifth meeting of the 10th board of directors of the company for deliberation as follows:
1、 Independent opinions on 2021 profit distribution plan
Comprehensively considering the cash flow status, actual operation and maintenance of investor relations, the company plans to give back to the majority of investors in the form of cash dividends in 2021. The profit distribution will not affect the normal operation of the company, which is in line with the provisions of the articles of association on the company’s profit distribution principles and cash dividend conditions; The deliberation procedure of the board of directors is legal and compliant, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
We agree to the company’s profit distribution plan for 2021 and submit it to the general meeting of shareholders for deliberation. 2、 Independent opinion on the provision for impairment in 2021
The provision for impairment this time complies with the accounting standards for business enterprises and the measures for the management of asset impairment of the company (revised in 2020) and other relevant provisions, conforms to the actual situation of the company’s business activities, the measurement method of asset impairment and risk provision is appropriate, the recognition basis is sufficient, and based on the principles of prudence and objectivity, it can fairly reflect the financial status and operating results of the company. The decision-making procedure of the board of directors in considering the accrued matters is standardized, in line with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. We agree with the company’s provision for impairment in 2021.
3、 Independent opinions on write off of long aging receivables and payables in 2021
The liquidation and write off of long aging receivables and payables meets the requirements and regulations of the accounting standards for business enterprises and relevant policies, conforms to the actual situation of the company, has sufficient basis for write off, and more fairly reflects the assets and liabilities of the company. The decision-making procedure of the board of directors to consider the write off of receivables and payables complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
We agree to write off the long aged receivables and payables in 2021.
4、 Independent opinions on the company’s daily connected transaction plan in 2022
1. The daily related party transaction plan between the company and related parties is the actual needs of the company’s operation and business expansion, does not affect the independence of the company, and the company does not rely on related parties. The price of related party transactions is based on the principles of fair market and equal negotiation, with reference to the market peers or the internal guidance price of the company. The pricing is transparent and reasonable, and meets the requirements of fairness and impartiality.
2. During the deliberation of this proposal, the related directors avoided voting, and the voting procedures of the board of directors were legal and effective, and there was no damage to the interests of the company and other shareholders of the company, especially small and medium-sized shareholders and non related shareholders.
We agree to the company’s daily connected transaction plan for 2022 and submit it to the general meeting of shareholders for deliberation. 5、 Independent opinions on providing financial assistance to holding subsidiaries
1. The financial assistance provided by the company to the holding subsidiary formed through joint investment with the controlling shareholder and other related parties is based on the actual needs of the business development of the funded object, which is conducive to improving the efficiency of capital use and reducing the cost of external financing; The subsidy object is the subsidiary within the scope of the company’s merger. The company can implement effective business, fund management and risk control, and the overall risk of providing financial assistance is controllable. At the same time, the funded objects are in good operating condition, have relatively strong performance ability, and the risk of providing financial assistance is low.
2. The procedure of the board of directors of the company to consider the matter is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
We agree to provide financial assistance to the holding subsidiary formed by joint investment with the controlling shareholder and other related parties.
6、 Independent opinion on re employment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022
1. Lixin Certified Public Accountants (special general partnership) has the professional qualification of securities and futures related businesses and the audit experience and ability of listed companies, can independently, objectively and fairly complete the audit of financial statements and internal control, and can meet the audit requirements of the company in 2022.
2. The review procedures of the board of directors of the company for the renewal of the annual audit institution meet the requirements, the voting results are legal and effective, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 and submit it to the general meeting of shareholders for deliberation.
7、 Independent opinions on the internal control evaluation report of the company in 2021
The company’s internal management system can be continuously optimized and adjusted according to the changes of external supervision and endogenous environment, which basically covers all links of operation and management. The overall operation of internal control is effective, the risks in various activities can be effectively controlled, and the interests of the company and all shareholders are protected. In strict accordance with the basic norms of enterprise internal control, supporting guidelines and other internal control supervision requirements, the company truthfully prepared the internal control self-evaluation report. The content of the report is complete, the evaluation standard is clear, and the evaluation conclusion is objective and true, which basically reflects the actual situation of the effectiveness of the company’s internal control design and operation in 2021.
8、 Independent opinions on the remuneration of the management in 2021
By participating in or attending the meeting of the remuneration and appraisal committee, we have fully communicated and verified the remuneration and performance appraisal of senior managers. We believe that the verification and payment of the remuneration of senior managers of the company comply with the provisions of the company’s remuneration management measures, and we have not found any damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
9、 Special instructions and independent opinions on the external guarantee of the company
At the end of the reporting period, the maximum guarantee provided by the company for the guarantee business of Xiangyi guarantee project, a holding subsidiary, was 4340 million yuan, and the actual guarantee balance was 29773192 million yuan; The company provided a guarantee of 130195 million yuan for the holding subsidiary Xiangyi leasing factoring financing and commercial loans, and the actual guarantee balance was 6116682 million yuan; The company provided guarantee for the external financing of its wholly-owned subsidiary, with a balance of 0 million yuan. The actual guarantee balance totaled 35889874 million yuan, accounting for 172.53% of the company’s net assets of 2080154700 yuan audited by an accounting firm in 2020. There was no other guarantee or overdue guarantee. The above guarantees do not exceed the guarantee amount approved by the company’s first extraordinary general meeting of shareholders in 2021.
We think 1 The guarantee behavior of the company to its holding subsidiaries is to meet the needs of its daily business activities, which is conducive to the development of the company. The external guarantee behavior is standardized and the external guarantee risk is controllable. 2. The external guarantee of the company has been approved by the board of directors and the general meeting of shareholders, the decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association, the voting results are legal and effective, the information disclosure is full and complete, there is no case of providing guarantee without approval, and there is no case of damaging the interests of the company and shareholders, especially small and medium-sized shareholders.
Independent director: He Bin, Wang Zhenzhou, Hu Renyu March 9, 2022
