Changying Xinzhi Technology Co.Ltd(002664)
Changying Xinzhi Technology Co.Ltd(002664) independent director
On relevant matters of the 18th meeting of the 4th board of directors of the company
Prior approval opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the working system of independent directors, the articles of association and other relevant rules and regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), we are independent directors of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as the "company"), We have carefully considered the relevant matters of the 18th meeting of the Fourth Board of directors of the company. Based on our independent judgment, we express our prior approval opinions on the relevant matters of the company as follows:
1、 Prior approval opinions on the renewal of accounting firm
After examination, we believe that Dahua Certified Public Accountants (special general partnership) and its relevant audit members have the necessary professional knowledge and professional qualification to undertake the audit business of listed companies, and are competent for the audit work of the company; In the company's audit work in 2021, be able to audit the financial statements and other matters in accordance with the requirements of the auditing standards for Chinese certified public accountants, abide by the professional ethics of accounting firms, and express opinions on the company's financial statements independently, objectively and impartially. Therefore, in order to ensure the continuity of audit work, we agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year, which will take effect from the date of deliberation and approval by the general meeting of shareholders. We agree to submit the above matters to the board of directors of the company for deliberation.
2、 Prior approval opinions on the guarantee provided by the company for subsidiaries
In order to support the operation and development needs of the company's subsidiaries and solve the financing and financing problems of the subsidiaries, the company plans to provide bank credit guarantee of no more than 460 million yuan for the subsidiaries in 2022, including 70 million yuan for Xinzhi motor (Changsha) Co., Ltd. and 230 million yuan for Zhejiang Xinge refrigeration equipment Technology Co., Ltd, The amount of guarantee provided for Taizhou Xinzhi material supply Co., Ltd. is 50 million yuan, and the amount of guarantee provided for Zhejiang Dahang Technology Co., Ltd. is 11 million yuan. The above-mentioned subsidiaries are within the scope of the merger of the company, and the financial risks are under the effective control of the company. The company guarantees that they comply with the relevant provisions of laws, regulations and the articles of association, which is conducive to the normal development of the business of the subsidiaries, will not affect the interests of the shareholders of the company, and the guarantee risk is controllable. Therefore, we agree to the transaction and submit it to the board of directors of the company for deliberation.
Changying Xinzhi Technology Co.Ltd(002664)
3、 Prior approval opinions on the expected daily connected transactions of the company in 2022
The company has communicated with us in advance on matters related to related leasing. We listened to the reports of relevant personnel and reviewed relevant materials. We believe that the above transactions are in line with the actual operation and development needs of the company, the pricing basis is reasonable, and there is no case of using the relationship of related parties to damage the interests of the listed company, nor does it damage the interests of the company's shareholders, especially the minority shareholders. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of the articles of association, we agree to the transaction and submit it to the board of directors for deliberation.
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Changying Xinzhi Technology Co.Ltd(002664) (there is no text on this page, which is the signature page of Changying Xinzhi Technology Co.Ltd(002664) independent directors' prior approval opinions on matters related to the 18th meeting of the Fourth Board of directors of the company)
independent director:
Wang Hongyang, Zhang Yong, Zhou Yuejiang
Changying Xinzhi Technology Co.Ltd(002664)
March 16, 2022
