Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent directors
Special description and independent opinions on external guarantee in 2021
As an independent director of Guangdong Dcenti Auto-Parts Stock Limited Company(603335) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (revised in 2022) (CSRC announcement [2022] No. 26) and the stock listing rules of Shanghai Stock Exchange, Based on the principle of seeking truth from facts, we have carefully checked the external guarantee of the company in 2021, and now make the following special explanation on the situation:
1、 Special description
The company held the fifth meeting of the third board of directors on September 27, 2021, deliberated and passed the proposal on the subsidiary’s proposed application for mortgage loan and the company’s guarantee, and agreed to provide guarantee for the wholly-owned subsidiary Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd. (hereinafter referred to as “green food company”) within the amount of 40 million yuan; The amount of guarantee provided by Taizhi steam turbine Co., Ltd. (hereinafter referred to as “Taizhi”) is 60 million yuan.
The company held the third meeting of the third board of directors on July 23, 2021 and the third extraordinary general meeting of shareholders in 2021 on August 9, 2021, and deliberated and adopted the proposal on providing guarantees, financial assistance and related party transactions to holding subsidiaries, It is agreed that the company will provide a guarantee limit of no more than RMB 50 million to the holding subsidiary Guangdong Weima New Material Technology Co., Ltd. (hereinafter referred to as “Guangdong Weima”).
As of December 31, 2021, the guarantee balance provided by the company for Guangdong Weima was RMB 0, the guarantee balance provided for green food company was RMB 630000, and the guarantee balance provided for steam turbine Zhizao company was RMB 0. The total guarantee balance was RMB 630000, accounting for 0.1% of the company’s latest audited net assets. There was no overdue guarantee. For the above guarantee matters, the company has fulfilled the necessary deliberation and decision-making procedures and information disclosure obligations in accordance with relevant regulations. After careful investigation, in addition to the above disclosure, as of December 31, 2021, the company has not provided guarantees for shareholders, actual controllers, other related parties, any unincorporated units or individuals.
2、 Independent opinion
Based on our independent position, we believe that in 2021, the decision-making procedures of the company’s external guarantee comply with the relevant provisions of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association, the guarantee provided by the company to its subsidiaries complies with the provisions of laws and regulations and the company’s articles of association, the approval procedures are perfect and the information disclosure is in compliance, It does not harm the interests of shareholders. Independent directors: Chen Jinjun, sun Hongbiao, Jiang Libiao March 14, 2022
