Anhui Ankai Automobile Co.Ltd(000868)
About the 13th meeting of the 8th board of directors by independent directors
Prior approval opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the appointment and discussion system of independent directors, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and the articles of association of the CSRC, we are independent directors of Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as the “company”), In a serious and responsible attitude, based on independent judgment and after careful discussion, the following pre approval opinions are issued on the relevant matters considered at the 13th meeting of the eighth board of directors of the company:
1、 Prior approval opinions on the company’s cooperation with Zhong’an automobile leasing company to provide customers with automobile repurchase guarantee and related party transactions in 2022
The company informed us about the related party transactions in advance and made full explanations to us. We expressed our approval opinions in advance based on our independent judgment.
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. We agree to submit this proposal to the board of directors of the company for deliberation.
2、 Prior approval opinions on the company’s cooperation with JAC guarantee company to provide customers with automobile repurchase guarantee and related party transactions in 2022
The company informed us about the related party transactions in advance and made full explanations to us. We expressed our approval opinions in advance based on our independent judgment.
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. We agree to submit this proposal to the board of directors of the company for deliberation.
3、 Prior approval opinions on the provision for asset impairment in 2021
The company has provided us with detailed information and fully explained the provision for asset impairment in 2021. We express our prior approval opinions based on our independent judgment.
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 fulfilled the corresponding decision-making procedures and complies with the relevant provisions of laws, administrative regulations, departmental rules, other normative legal documents and the articles of association. We agree to submit this proposal to the board of directors of the company for deliberation.
4、 Prior approval opinions on the proposed signing of factoring business contract and related party transactions
Before the meeting of the board of directors was held to review the proposal, the company submitted the materials related to the proposal to us, and we carefully reviewed and considered all the materials provided. On the basis of ensuring the authenticity, accuracy and completeness of the information obtained, and based on independent judgment, we believe that the factoring related party transactions proposed between the company and Zhong’an factoring company comply 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 board of directors of the company for deliberation.
5、 Prior approval opinions on daily related party transactions (I) expected in 2022
We have reviewed in advance and carefully the materials of the proposal on daily connected transactions (I) in 2022 to be submitted to the 13th meeting of the eighth board of directors for deliberation, and we express our prior approval opinions based on independent judgment.
The company expects that the daily related party transactions in 2022 will be conducive to the normal development of the company’s production and operation; Both parties to the transaction set the transaction price according to the market principle, and there is no case that damages the interests of minority shareholders. We agree to submit this proposal to the board of directors of the company for deliberation.
6、 Prior approval opinions on daily connected transactions (II) expected in 2022
We have reviewed in advance and carefully the materials of the proposal on the expected daily connected transactions (II) in 2022 to be submitted to the 13th meeting of the eighth board of directors for deliberation, and we express our prior approval opinions based on our independent judgment.
The company expects that the daily related party transactions in 2022 will be conducive to the normal development of the company’s production and operation; Both parties to the transaction set the transaction price according to the market principle, and there is no case that damages the interests of minority shareholders. We agree to submit this proposal to the board of directors of the company for deliberation.
7、 Prior approval opinions on providing guarantee for comprehensive credit extension of subsidiaries
Before the meeting of the board of directors was held to review the proposal, the company submitted the materials related to the proposal to us, and we carefully reviewed and considered all the materials provided. On the basis of ensuring the authenticity, accuracy and integrity of the information obtained, and based on independent judgment, we believe that the company’s guarantee 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 minority shareholders. Agree to submit the matter to the board of directors of the company for deliberation.
8、 Prior approval opinions on applying to the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) for Entrusted loan
We have reviewed in advance and carefully the materials of the proposal on applying for Entrusted loan from the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) proposed to be submitted to the 13th meeting of the 8th board of directors for deliberation, and we express our approval opinions in advance based on our independent judgment.
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. We agree to submit this proposal to the board of directors of the company for deliberation.
9、 Prior approval opinions on carrying out financial leasing business and related party transactions with Zhong’an automobile leasing company
We have carefully reviewed the information of the proposal on carrying out financial leasing business and related party transactions with Zhong’an automobile leasing company to be submitted to the 13th meeting of the eighth board of directors for deliberation in advance, and we express our prior approval opinions based on our independent judgment.
We believe that the company’s financial leasing and factoring business under it are conducive to further broaden financing channels and meet the capital needs of the company’s business, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit this proposal to the board of directors of the company for deliberation.
10、 Prior approval opinions on carrying out creditor’s rights transfer business and related party transactions with Zhong’an assets company
We have reviewed in advance and carefully the information of the proposal on carrying out debt transfer business and related party transactions with Zhong’an assets company, which is proposed to be submitted to the 13th meeting of the eighth board of directors for deliberation, and we express our prior approval opinions based on our independent judgment.
We believe that the company’s debt transfer business is conducive to further revitalize the stock assets, optimize the company’s debt structure, and further enhance the profitability and market competitiveness. It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit this proposal to the board of directors of the company for deliberation.
10、 Prior approval opinions on the renewal of accounting firm
The company has provided us with detailed information on the proposed renewal of the accounting firm, and we express our prior approval opinions based on our independent judgment.
We believe that Rongcheng Certified Public Accountants (special general partnership) has the business qualification related to securities and futures, and has sufficient independence, professional competence and investor protection ability. The renewal of Rongcheng certified public accountants is conducive to ensuring the quality of the company’s audit work and protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. We agree to submit the matter to the board meeting of the company for deliberation.
Independent director: Qian Lijun, Sheng Mingquan, Zhang Benzhao Anhui Ankai Automobile Co.Ltd(000868) board of directors March 22, 2022
