Anhui Ankai Automobile Co.Ltd(000868)
Independent opinions of independent directors on matters related to the 13th meeting of the 8th board of directors
In accordance with the requirements of China Securities Regulatory Commission, Shenzhen Stock Exchange, articles of association, independent director system and other relevant laws and regulations, as independent directors of Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as “the company”), we express the following independent opinions on the following matters:
1、 Special instructions and independent opinions on the capital occupation and external guarantee of the company’s controlling shareholders and other related parties in 2021
According to the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission and the notice on Several Issues concerning the regulation of capital transactions between listed companies and related parties and external guarantees of listed companies (zjf (2003) No. 56), after carefully checking the capital transactions and external guarantees between the company and related parties and consulting the management of the company in accordance with the principle of seeking truth from facts, Express the following independent opinions on matters related to capital transactions and external guarantees of the company’s related parties in 2021:
1. Description of capital occupation by controlling shareholders and other related parties
The company has hired Rongcheng Certified Public Accountants (special general partnership) to make a special explanation on the occupation of funds between the company and its controlling shareholders and other related parties.
We believe that the company does not occupy the company’s funds by controlling shareholders and other related parties, and the company does not violate the relevant provisions of the above notice of the CSRC.
2. Description of external guarantee of the company
In 2021, the company’s actual external guarantees to its holding subsidiaries amounted to 434506 million yuan, accounting for 16.38% of the company’s audited net assets at the end of 2021. In addition to the above guarantees, the company did not provide guarantees to shareholders, actual controllers and their related parties.
We believe that the decision-making procedure for the company to provide guarantee for its holding subsidiaries complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and is legal and effective; The company’s guarantee for its holding subsidiaries is in line with the overall interests of the company, and there is no situation that damages the interests of minority shareholders.
2、 Independent opinions on 2021 profit distribution plan
In accordance with the relevant provisions of the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we express the following independent opinions on the plan for profit distribution in 2021 deliberated by the 13th session of the 8th board of directors of the company:
The company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the enterprise accounting system and the articles of association, conforms to the actual situation and long-term interests of the company, is conducive to the normal operation of the company and the long-term interests of shareholders. There is no objection to the plan, and it is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the internal control evaluation report of the company in 2021
According to the relevant provisions of the guidelines on internal control of listed companies of Shenzhen Stock Exchange, the independent directors of the company express the following opinions on the self-evaluation of the company’s internal control:
(1) The internal control system formulated and revised by the board of directors of the company is relatively sound, covering many aspects, such as major investment, internal report of major information, external guarantee and standardized management of information disclosure. All internal control systems meet the requirements of relevant national laws, regulations and regulatory authorities, and reflect the integrity, rationality and effectiveness.
(2) The self-evaluation report of the company’s internal control is objective and fair.
(3) The company shall adapt to policies, laws and regulations and relevant regulations and requirements of regulatory authorities, further adjust and improve various internal control systems of the company, practically strengthen and standardize the internal control of the company, and comprehensively improve the operation and management level and risk prevention ability of the company.
4、 Independent opinions on the company’s application for comprehensive credit in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we express the following independent opinions on the proposal on the company’s application for comprehensive credit in 2022 considered by the 13th meeting of the 8th board of directors of the company:
In order to implement the company’s production and operation plan and objectives in 2022, broaden financing channels, effectively drive the growth of sales revenue, ensure the sustainable and healthy development of the company and reduce capital pressure, the company plans to apply for comprehensive credit from financial institutions within the total amount of 5 billion yuan in 2022. It mainly includes project capital loan, working capital loan, issuing bank acceptance bill, letter of guarantee, bill, letter of credit and other forms of financing.
The company’s application for comprehensive credit in 2022 meets the actual business needs of the company, and the company’s decision-making procedures comply with the provisions of the company law and the articles of association, which is legal and effective.
Agree to the matter.
5、 Independent opinions on the company’s provision of automobile repurchase guarantee for customers in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we express the following independent opinions on the proposal on the company’s provision of automobile repurchase guarantee for customers in 2022 considered by the 13th session of the 8th board of directors of the company:
The mode adopted by the company to provide customers with automobile repurchase guarantee is the passenger car mortgage loan commonly used in China. The implementation of this business can effectively stimulate the growth of sales revenue and ensure the long-term sustainable development of the company.
Agree to the matter.
6、 Provide opinions on the guarantee transaction of car leasing and the cooperation with affiliated companies of China Security in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we carefully considered the proposal that the company plans to cooperate with Zhong’an automobile leasing company to provide customers with automobile repurchase guarantee in 2021, and issued the following independent opinions:
(1) The office of the board of directors of the company informed us about related party transactions in advance, provided relevant materials and communicated fully, which was recognized by us and agreed to submit the above plan to the board of directors for deliberation. (2) The company held the 13th meeting of the 8th board of directors on March 18, 2022, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. All directors present at the meeting deliberated the related party transaction proposal on the basis of carefully reviewing relevant materials and listening to reports. When deliberating and voting on the related party transaction proposal, the related directors complied with the principle of avoidance, and other non related directors unanimously approved the related party transaction proposal. It was not found that the board of directors and related directors violated the principle of good faith. We believe that the procedures for convening and convening this meeting of the board of directors, as well as the deliberation and voting of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the meeting fulfilled its legal responsibilities.
The mode adopted by the company to provide customers with automobile repurchase guarantee is the passenger car mortgage loan commonly used in China. The implementation of this business can effectively stimulate the growth of sales revenue and ensure the long-term sustainable development of the company.
Agree to the matter.
7、 Independent opinions on the company’s cooperation with JAC guarantee company to provide customers with automobile repurchase guarantee and related party transactions in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we have carefully considered the proposal that the company plans to cooperate with JAC guarantee company to provide automobile repurchase guarantee for customers in 2022, and issued the following independent opinions:
(1) The office of the board of directors of the company informed us about related party transactions in advance, provided relevant materials and communicated fully, which was recognized by us and agreed to submit the above plan to the board of directors for deliberation. (2) The company held the 13th meeting of the 8th board of directors on March 18, 2022, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. All directors present at the meeting deliberated the related party transaction proposal on the basis of carefully reviewing relevant materials and listening to reports. When deliberating and voting on the related party transaction proposal, the related directors complied with the principle of avoidance, and other non related directors unanimously approved the related party transaction proposal. It was not found that the board of directors and related directors violated the principle of good faith. We believe that the procedures for convening and convening this meeting of the board of directors, as well as the deliberation and voting of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the meeting fulfilled its legal responsibilities.
The mode adopted by the company to provide customers with automobile repurchase guarantee is the passenger car mortgage loan commonly used in China. The implementation of this business can effectively stimulate the growth of sales revenue and ensure the long-term sustainable development of the company.
Agree to the matter.
8、 Independent opinions on the provision for impairment of assets in 2021
The company’s provision for asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, can fairly reflect the company’s financial situation and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and does not harm the interests of the company and all shareholders. The provision for asset impairment this time has performed the corresponding decision-making procedures, complied with the relevant provisions of laws, administrative regulations, departmental rules, other normative legal documents and the articles of association, and agreed with the company’s provision for asset impairment this time. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposed signing of factoring business contract and related party transactions
The deliberation procedures for the proposal of factoring related party transactions between the company and Zhong’an factoring company were legal and compliant, and the related directors avoided voting, which was in line with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. The transaction conditions agreed in this related party transaction are fair and reasonable, in line with the overall interests of the company and its shareholders, do not affect the independence of the company, and meet the needs of the company’s long-term development. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on daily related party transactions (I) expected in 2022
(1) The office of the board of directors of the company informed us in advance about the proposal of daily connected transactions (I) in 2022, provided relevant materials and fully communicated, which was recognized by us and agreed to submit the above proposal to the board of directors for deliberation.
(2) The company held the 13th meeting of the 8th board of directors on March 18, 2022, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. All directors present at the meeting deliberated the related party transaction proposal on the basis of carefully reviewing relevant materials and listening to reports. When deliberating and voting on the related party transaction proposal, the related directors complied with the principle of avoidance, and other non related directors unanimously approved the related party transaction proposal. It was not found that the board of directors and related directors violated the principle of good faith. We believe that the procedures for convening and convening this meeting of the board of directors, as well as the deliberation and voting of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the meeting fulfilled its legal responsibilities.
(3) Therefore, the main business scope of the related party transaction with the large and medium-sized company is necessary to ensure the normal business scope of the related party transaction with the large and medium-sized company. The transaction price between the company and related parties is fair and reasonable, there is no behavior damaging the interests of the company and all shareholders, and meets the requirements of relevant policies. It is the premise and guarantee of the company’s normal production, and will have a positive impact on the company’s future financial and operating conditions.
Agree to the matter.
11、 Independent opinions on daily related party transactions (II) expected in 2022
(1) The office of the board of directors of the company informed us in advance about the proposal of daily connected transactions (II) in 2022. At the same time, it provided relevant materials and fully communicated, which was recognized by us and agreed to submit the above proposal to the board of directors for deliberation.
(2) The company held the 13th meeting of the 8th board of directors on March 18, 2022, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. All directors present at the meeting deliberated the related party transaction proposal on the basis of carefully reviewing relevant materials and listening to reports. When deliberating and voting on the related party transaction proposal, the related directors complied with the principle of avoidance, and other non related directors unanimously approved the related party transaction proposal. It was not found that the board of directors and related directors violated the principle of good faith. We believe that the procedures for convening and convening this meeting of the board of directors, as well as the deliberation and voting of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the meeting fulfilled its legal responsibilities.
(3) The company’s main business scope is the production and sales of large and medium-sized buses and chassis. Therefore, such related party transactions are necessary transactions in the process of production and operation of the company. The transactions with related parties are conducive to ensuring the normal production and operation of the company. The transaction price between the company and related parties is fair and reasonable, there is no behavior damaging the interests of the company and all shareholders, and meets the requirements of relevant policies. It is the premise and guarantee of the company’s normal production, and will have a positive impact on the company’s future financial and operating conditions.
Agree to the matter.
12、 Independent opinions on providing guarantee for comprehensive credit extension of subsidiaries
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we express the following independent opinions on the proposal on providing guarantee for comprehensive credit of subsidiaries considered by the 13th meeting of the 8th board of directors of the company:
(1) The deliberation procedure of this proposal complies with the provisions of national laws, regulations and the articles of association. The related directors have avoided voting, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(2) The guarantee provided by the company for the comprehensive credit of its subsidiaries is a decision made by the company based on the needs of supporting the operation and development of its holding subsidiaries. Its decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, perform the corresponding procedures, and there is no behavior damaging the interests of the company and small and medium shareholders.
Agree to the matter.
13、 Independent opinions on applying to the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) for Entrusted loan
The company submitted relevant materials to us before the meeting, and we conducted a pre review. The company held the 13th meeting of the 8th board of directors on March 18, 2022 to discuss this connected transaction.
We believe that this related party transaction is in line with the actual situation of the company and aims at the effective development of the company’s business. The loan interest rate is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, conforms to the fundamental interests of the company and does not damage the interests of non affiliated shareholders. When the board of directors of the company considers this related party transaction, the related party
