Beijing North Star Company Limited(601588) independent directors’ independent opinions on relevant matters of the 32nd meeting of the ninth board of directors and the company’s external guarantee
As an independent director of Beijing North Star Company Limited(601588) (hereinafter referred to as “the company”), in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions, we have carefully understood and reviewed the relevant matters of the 32nd meeting of the ninth board of directors and the external guarantee of the company, and made the following independent opinions:
1、 Independent opinions on matters related to the 32nd meeting of the ninth board of directors of the company
(I) independent opinions on profit distribution and capital reserve conversion scheme in 2021
The company’s 2021 profit distribution and capital reserve conversion plan comprehensively considers the company’s profitability, debt, cash flow level and the company’s long-term development needs, complies with the articles of association and the shareholder dividend return plan formulated by the company, does not harm the interests of the company and shareholders, and the relevant deliberation and voting procedures comply with the provisions of relevant laws, regulations and the articles of association, Agree to the plan and submit it to the 2021 annual general meeting of shareholders of the company for deliberation after being approved by the board of directors.
(II) independent opinions on Directors’ remuneration
The proposal on Directors’ remuneration of the company complies with the provisions of relevant laws, regulations and the articles of association, and agrees to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) independent opinion on the renewal of the accounting firm in 2022. According to the comprehensive evaluation of the proposed institution, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”) and PricewaterhouseCoopers LLP (hereinafter referred to as “PricewaterhouseCoopers Yongdao”) can perform their duties in accordance with the independent, objective and impartial professional standards, and in terms of professional qualification, professional competence The investor’s protection ability, independence and integrity comply with the regulatory provisions; The selection and employment decision-making procedure shall comply with the provisions of relevant laws, regulations, normative documents and the articles of association. Agree to renew the appointment of PricewaterhouseCoopers Zhongtian and Luo Bingxian Yongdao as domestic and international auditors of the company in 2022, and agree to submit the proposal on the renewal of the accounting firm to the 2021 annual general meeting of shareholders of the company for deliberation. (IV) independent opinions on Authorizing the company’s guarantee matters
The guarantee between the company and its subsidiaries conforms to the business status and business needs of all parties, is conducive to the smooth development of business of all parties, and will not damage the interests of the company and shareholders, especially minority shareholders. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) independent opinions on the company’s provision for asset impairment in 2021
The provision for asset impairment this time is based on the principle of prudence, in line with China’s accounting standards for business enterprises, Hong Kong Financial Reporting Standards and relevant provisions of the company, and in line with the actual situation of the company’s assets; The approval procedures for the provision for impairment are legal and compliant; It is not found that there is any damage to the interests of the company or shareholders, especially small and medium-sized shareholders, so it is agreed to withdraw the asset impairment provision plan this time.
2、 Special instructions and independent opinions on the external guarantee of the company
As an independent director of the company, we have carefully understood and reviewed the external guarantees of the company and made the following special instructions and independent opinions in accordance with the requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies:
As of the end of the reporting period, in addition to the guarantee formed by providing phased guarantee for the mortgage loans issued by the bank to house buyers in accordance with the real estate business practice, the total amount of external guarantee of the company and its subsidiaries amounted to 9.224 billion yuan, all of which provided guarantee for the company within the scope of the company’s consolidated statements, accounting for 59.68% of the company’s audited net assets in 2021. As of the end of the reporting period, the company had no overdue guarantee.
The company can strictly abide by the articles of association and relevant laws and regulations, earnestly fulfill the obligation of disclosure of external guarantee, control the risk of external guarantee, and find no damage to the rights and interests of the company’s shareholders, especially small and medium-sized shareholders Beijing North Star Company Limited(601588) independent director: Zhou Yongjian, Gan Peizhong, Chen deqiu March 16, 2022
