Nanfang Black Sesame Group Co.Ltd(000716)
Independent opinions of independent directors on relevant matters
Opinions of independent directors: No. 2021-21 Nanfang Black Sesame Group Co.Ltd(000716) (hereinafter referred to as “the company”) convened the 9th extraordinary meeting of the 10th board of directors in 2021 on December 31, 2021 to consider the proposal on the proposed renewal of the company’s accounting firm in 2021 and other matters. As independent directors of the company, we, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, the articles of association and the company’s independent director system and other relevant provisions, based on the attitude of seeking truth from facts and independent judgment, He expressed the following independent opinions on the relevant matters considered at this meeting:
1、 Independent opinions on the proposed renewal of the company’s accounting firm in 2021
1. Prior to the convening of this board meeting, this matter has been approved by all independent directors in advance.
2. The company plans to employ YONGTUO Certified Public Accountants (special general partnership) (hereinafter referred to as “YONGTUO certified public accountants”) as the audit institution for 2021 (including financial audit and internal control audit). After review, YONGTUO certified public accountants has the qualification and ability to provide annual audit services for the company and can meet the annual audit requirements of the company; The annual audit fee determined by the company through negotiation is reasonable.
3. In providing audit services for the company in 2020, YONGTUO certified public accountants has been scrupulous, diligent and responsible, can comply with the professional ethics of the accounting firm in accordance with the requirements of the auditing standards for Chinese certified public accountants, and objectively and fairly expressed opinions on the effectiveness of the company’s internal control and the fairness of the accounting statements.
4. YONGTUO certified public accountants has no relationship with the company and its controlling shareholders, and has the independence, professional ability and investor protection ability required by the audit work. The continued employment of YONGTUO certified public accountants as the company’s financial audit and internal control audit institution in 2021 can not only maintain the continuity of the audit work, but also ensure the quality of the company’s audit work and protect the interests of the company and other shareholders Especially the interests of minority shareholders.
In conclusion, we agree to appoint YONGTUO certified public accountants as the company’s audit institution in 2021 (including financial audit and internal control audit), and submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on providing guarantee for wholly-owned subsidiaries
Jiangxi Xiaohei Xiaomi Food Co., Ltd. (hereinafter referred to as “Jiangxi Xiaohei Xiaomi”), a wholly-owned subsidiary of the company, intends to apply to the bank for a working capital loan with a total amount of no more than 30 million yuan and apply to the company to provide joint and several liability guarantee for the above loan. We express our independent opinions on this matter as follows:
1. The board of directors has approved this matter in advance.
2. Due to the expansion of business scale in 2022, Jiangxi Xiaohei Xiaomi applied for bank loan to supplement working capital. We believe that the reason for the loan is sufficient and the purpose of the loan is legal, which is conducive to the development of the company’s business.
3. Jiangxi Xiaohei Xiaomi is a wholly-owned subsidiary of the company, one of the subjects responsible for the company’s business operation and one of the subjects of the company’s consolidated statements. The risk of the company providing guarantee for it this time is controllable.
4. This guarantee does not involve related party transactions and will not damage the interests of the company and minority shareholders.
5. As the audited asset liability ratio of Jiangxi Xiaohei Xiaomi in the latest year exceeds 70%, according to relevant regulations, this matter needs to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
In conclusion, we agree that the company will provide Jiangxi xiaoheixiaomi with a guarantee of no more than 30 million yuan, and agree to submit this matter to the general meeting of shareholders for deliberation.
3、 Validity of meeting resolutions
The convening, convening and voting procedures and methods of the board meeting of the company comply with the provisions of the company law, the securities law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association. A total of nine directors of the board of directors of the company unanimously approved the above proposal, and we recognize the voting results of the board of directors on the above proposal.
Independent directors: Yuan Zhifeng, ye Zhifeng, he Huanzhen
December 31, 2001
