Opinions of independent directors
1、 Independent opinions on external guarantees and the occupation of the company’s funds by controlling shareholders and other related parties in accordance with the requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (Zheng Jian Fa [2003] No. 56) issued by the China Securities Regulatory Commission, as independent directors of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as the “company”), based on the principle of seeking truth from facts, Carefully checked the external guarantee of Guangzhou Lingnan Group Holdings Company Limited(000524) 2021 and the company’s funds occupied by controlling shareholders and other related parties. The review opinions are as follows:
1. As of December 31, 2021, Guangzhou Lingnan Group Holdings Company Limited(000524) has not provided guarantees for the company’s controlling shareholders, subsidiaries of controlling shareholders, subsidiaries of controlling shareholders and other related parties holding less than 50% of the company’s shares; The amount of guarantee provided by the company for controlling shareholders, subsidiaries of controlling shareholders, subsidiaries of controlling shareholders and other related parties holding less than 50% of the company is 0 yuan.
2. Guangzhou guangzhilv Air Transportation Service Co., Ltd. (hereinafter referred to as “guangzhilv air transportation company”), a wholly-owned subsidiary of Guangzhou guangzhilv International Travel Service Co., Ltd. (hereinafter referred to as “guangzhilv air transportation company”), a holding subsidiary of the company, in order to obtain and maintain the qualification of passenger transportation sales agent in the agent plan implemented by the International Air Transport Association in China, AVIC Xingang Guarantee Co., Ltd. is required to provide guarantee for its signing of the passenger transport sales agency agreement with the International Aviation Association. According to the guarantee and counter guarantee agreement signed by both parties on May 15, 2012, AVIC Xingang Guarantee Co., Ltd. undertakes the maximum guarantee amount of 20 million yuan for guangzhilv air transport company, and guangzhilv air transport company undertakes counter guarantee for the guarantee of AVIC Xingang Guarantee Co., Ltd. The above agreement can be terminated in writing if zhiguangzhilv air withdraws from the agent plan implemented by the International Air Transport Association in China.
In order to obtain and maintain the qualification of passenger transport sales agent in the agent plan implemented by the International Air Transport Association in China, the Airport West Business Department of guangzhilv Air Transport Co., Ltd., a wholly-owned subsidiary of guangzhilv, needs AVIC Xingang Guarantee Co., Ltd. to provide guarantee for the signing of the passenger transport sales agency agreement with the International Air Transport Association. According to the guarantee and counter guarantee agreement signed by both parties on May 10, 2016, AVIC Xingang Guarantee Co., Ltd. undertakes the maximum guarantee amount of RMB 2 million for the Airport West Business Department of guangzhilv air transport company, and guangzhilv air transport company undertakes counter guarantee for the guarantee of AVIC Xingang Guarantee Co., Ltd. The above agreement can be terminated in writing if zhiguangzhilv air withdraws from the agent plan implemented by the International Air Transport Association in China.
The above guarantee is a guarantee that occurred before guangzhilv became a holding subsidiary of a listed company. In addition to the above guarantees, the company accumulated no other guarantees during the reporting period and no other guarantees occurred in the current period. The total amount of external guarantees of listed companies does not exceed 50% of the net assets in the consolidated financial statements of the latest fiscal year.
3. Guangzhou Lingnan Group Holdings Company Limited(000524) has formulated a strict external guarantee system. The review procedure of the company’s external guarantee complies with the relevant provisions of laws, regulations and regulatory authorities, and there is no damage to the interests of listed companies and shareholders.
4. As of the end of the reporting period, the company had no non operational occupation of the company’s funds by the controlling shareholders and other related parties. The capital transactions between the company and the controlling shareholders and other related parties were all daily production and operation capital transactions.
2、 Independent opinions on profit distribution plan
Audited by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statement of the company in 2021 is -12779864790 yuan, and the net profit in the statement of the parent company is 497037297 yuan. After withdrawing 10% of the statutory surplus reserve of 49703730 yuan, the undistributed profit in the consolidated statements of the company in 2021 was 7009096403 yuan and the undistributed profit in the statements of the parent company was 21930365602 yuan.
In 2021, the main business of the company was affected by the epidemic situation of New Coronavirus pneumonia outside China. The net income attributable to the parent company’s consolidated statement was negative. Based on the above reasons, and in order to promote the sustainable, stable and healthy development of the company in the future and better safeguard the long-term interests of all shareholders, the company’s profit distribution plan for 2021 is not to carry out cash dividends, give bonus shares or increase share capital with accumulation fund. The undistributed profits retained by the company will be accumulated and rolled over to the next year to support the company’s production and operation and future development. The above profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. After review, the company’s profit distribution plan for 2021 comprehensively considered the impact of covid-19 pneumonia on the company’s main business, which was in line with the company’s actual operation and capital status and did not harm the interests of shareholders; The company’s profit distribution plan complies with the provisions of relevant laws and regulations and the articles of association, which is conducive to the normal operation and healthy development of the company. Therefore, we agree to the company’s annual profit distribution plan for 2021.
3、 Independent opinions on self-evaluation of internal control
According to the provisions of laws, regulations and normative documents such as the guidelines on internal control of listed companies of Shenzhen Stock Exchange, after checking the current internal control situation of the company and reviewing the 2021 annual internal control self-evaluation report of the company, the following opinions are expressed on the Guangzhou Lingnan Group Holdings Company Limited(000524) internal control self-evaluation report:
The form and content of the company’s internal control self-evaluation meet the requirements of the guidelines on internal control of listed companies of Shenzhen Stock Exchange, the basic norms of enterprise internal control and relevant laws, regulations and normative documents, truly and accurately reflect the current situation of the company’s internal control, and there are no false records, misleading statements or major omissions. All work of the company is carried out in accordance with the provisions of various internal control systems of the company. The company has strict internal control over the organizational structure, development strategy, human resources, social responsibility, financial report, comprehensive budget, capital activities, asset management, engineering projects, procurement business, sales business, inventory management, contract management, information disclosure, use of raised funds, related party transactions and capital transactions of related parties, external guarantee and control of subsidiaries Sufficient and effective. The self-report of the company’s internal control evaluation is in line with the actual situation of the company’s internal control.
4、 Independent opinions on connected transactions
(I) independent opinions on the company’s expected daily connected transactions in 2022
Guangzhou Lingnan Group Holdings Company Limited(000524) submitted the proposal on the prediction of the company’s daily connected transactions in 2022 to the board of directors. After reviewing the materials submitted by the company, the independent opinions on the above connected transactions are as follows:
1. The deliberation and voting procedures of the above connected transactions are compliant and legal;
2. The above related party transactions are generated from the company’s daily business activities. The transactions are based on the fair market price and follow the principles of openness, fairness and impartiality. There is no damage to the interests of the company and its shareholders and will not affect the independence of the company.
(II) description of the difference between the actual and estimated daily related party transactions of the company in 2021 by more than 20%
The company’s explanation of the daily connected transactions actually occurred in 2021 is in line with the market situation and the actual situation of the company. The daily connected transactions that have occurred are transactions required for the company’s normal business, in line with the company’s operation and development requirements and the provisions of laws and regulations.
Although the actual amount is different from the original estimated upper limit due to objective reasons such as covid-19 pneumonia epidemic in 2021, such differences are indeed caused by uncontrollable factors. The daily connected transactions that have occurred are priced according to market principles, fair and just, and the transaction price is fair. There is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
5、 Independent opinions on the special report on the deposit and use of raised funds in 2021
Guangzhou Lingnan Group Holdings Company Limited(000524) submitted the proposal on the special report on the deposit and use of raised funds in 2021 to the board of directors. After reviewing the materials submitted by the company, we hereby express the following independent opinions:
The special report on the deposit and use of the company’s raised funds in 2021 complies with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44), the guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, etc, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. 6、 Independent opinions on external guarantee amount in 2022
Guangzhou Lingnan Group Holdings Company Limited(000524) submitted the proposal on external guarantee amount in 2022 to the board of directors. After reviewing the materials submitted by the company, we hereby express the following independent opinions:
1. This external guarantee is for the needs of the daily business operation of guangzhilv air transportation company, a wholly-owned subsidiary of guangzhilv, and is conducive to the development of the company’s travel agency business;
2. The risks of this external guarantee are controllable, the review procedures comply with relevant laws, regulations and relevant provisions of regulatory authorities, and there is no situation damaging the interests of the company and shareholders.
7、 Independent opinions on the provision for asset impairment and write off of assets in 2021;
Guangzhou Lingnan Group Holdings Company Limited(000524) submitted the proposal on the provision for asset impairment and write off of assets in 2021 to the board of directors. After reviewing the materials submitted by the company, we hereby express the following independent opinions: the provision for asset impairment and write off of assets this time comply with the accounting standards for business enterprises and the relevant accounting policies implemented by the company, and the voting procedures of the board of directors on this matter comply with the provisions of relevant laws, regulations and the articles of association, There is no damage to the interests of the company and minority shareholders. Therefore, it is agreed to withdraw the provision for asset impairment and write off assets this time.
8、 Independent opinions on changes in accounting policies.
Guangzhou Lingnan Group Holdings Company Limited(000524) submitted the proposal on accounting policy change to the board of directors. After reviewing the materials submitted by the company, we hereby express the following independent opinions:
This accounting policy change is a reasonable change and adjustment made in accordance with the provisions issued by the Ministry of finance. The implementation of the new accounting policy change can objectively and fairly reflect the company’s financial status and operating results; The relevant decision-making procedures of this accounting policy change comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders.
On March 21, 2002 (there is no text on this page, which is the signature page of the opinions of independent directors at the 20th meeting of the 10th Session of Guangzhou Lingnan Group Holdings Company Limited(000524) board of directors)
Tian Qiusheng, Tang Qingquan
Wu XiangNeng
