Holsin Engineering Consulting Group Co.Ltd(603909) independent director
On the deliberation of relevant matters at the third meeting of the Fourth Board of directors
separate opinion
In accordance with the relevant provisions of the independent director rules of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and the working system of Holsin Engineering Consulting Group Co.Ltd(603909) independent directors, we, as independent directors of Holsin Engineering Consulting Group Co.Ltd(603909) (hereinafter referred to as “the company”), carefully reviewed the relevant materials and inquired the relevant personnel of the company about the relevant situation. On the basis of ensuring the authenticity, accuracy and completeness of the information obtained, and based on my independent judgment, I hereby express the following opinions on the relevant proposals:
1. Independent opinions on the proposal on profit distribution plan in 2021
Agree to the proposal on profit distribution plan for 2021. The profit distribution plan for 2021 formulated by the company complies with the provisions of relevant laws and regulations and the articles of association. It is an important decision made based on the company’s current operating conditions, financial conditions, capital needs and the company’s future development. It is conducive to repay investors and will not affect the company’s normal operation and long-term development. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2. Independent opinions on the proposal on the provision for asset impairment in 2021
We agree to the proposal on the provision for asset impairment in 2021. The company’s provision for asset impairment this time complies with and complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. The basis for the provision for asset impairment is sufficient and in line with the current situation of the company’s assets. The provision for asset impairment is based on the principle of prudence, which fairly reflects the company’s financial status, asset value and operating results as of December 31, 2021, making the company’s accounting information more reasonable. We have not found any situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3. Independent opinions on the proposal on changes in accounting policies
Agree to the proposal on changes in accounting policies. According to the relevant regulations and requirements of the Ministry of finance, the company changes its accounting policies accordingly, which is in line with the relevant regulations of the Ministry of finance, China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities, can objectively and fairly reflect the company’s financial status and operating results, and is in line with the interests of the company and all shareholders. 4. Independent opinions on the proposal on the company and its holding subsidiaries applying for comprehensive credit and providing guarantee to banks and other institutions
Agree to the proposal on the company and its holding subsidiaries applying for comprehensive credit and providing guarantee to the bank. This guarantee meets the actual needs of the company’s operation and can provide financing guarantee for the company’s production and operation and further improve the economic benefits of the enterprise. Moreover, the object of the guarantee provided by the company is the subsidiary within the scope of merger, which can effectively prevent and control the guarantee risk without damaging the interests of the company and minority shareholders. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5. Independent opinions on the proposal on using some idle self owned funds for cash management
We agree with the proposal on using some idle self owned funds for cash management. We agree to the proposal on using part of our own idle funds for cash management. Under the condition of ensuring that the normal operation of the company and the safety of capital principal will not be affected, the company plans to use no more than 200 million yuan of temporarily idle self owned funds to invest in financial products with high safety, good liquidity, medium and low risk and a single investment period of no more than one year in a timely manner. There is no violation of relevant provisions such as the stock listing rules of Shanghai Stock Exchange, which is conducive to improving the use efficiency of idle self owned funds, There is no situation that damages the interests of the company and all shareholders, especially the minority shareholders, which is in line with the interests of the company and all shareholders. The decision-making procedure of this matter is legal and compliant, and the company has formulated effective foreign investment management system and other internal control measures, so the investment risk can be effectively controlled.
6. Independent opinions on the proposal on applying for loan limit and related party transactions from controlling shareholders
We agree to the proposal on applying to the controlling shareholder for loan limit and related party transactions. The company plans to apply to Xiamen Yiyue Real Estate Co., Ltd., the controlling shareholder, for the loan amount and related party transactions, which are the needs of the company’s normal operation and development. The loan interest rate comprehensively considers the actual capital cost of the controlling shareholder, the company’s market financing interest rate and the company’s recent capital arrangement. Its pricing basis is relatively fair and sufficient, which is conducive to improving the company’s financing efficiency and reducing external financing risks, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7. Independent opinions on the proposal on shareholder return planning for the next three years (20222024)
Agree to the proposal on shareholder return planning for the next three years (20222024). The proposed shareholder return plan for the next three years comprehensively considers the characteristics of the company’s industry, development stage, its own business model, profitability and whether there are major capital expenditure arrangements. While paying attention to the reasonable investment return to shareholders, it also takes into account the actual operation of the company and the long-term strategic development objectives of the company. It is practical and feasible, and meets the requirements of relevant laws and regulations, normative documents and articles of association. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8. Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
We agree to the proposal on renewing the appointment of audit institutions in 2022. Beijing Xinghua Certified Public Accountants (special general partnership) is qualified for securities and Futures and has strong professional service ability. He has scrupulously performed his duties in the audit of the company, abided by the professional ethics of the accounting firm in accordance with the audit standards of Chinese certified public accountants and the requirements of regulatory authorities, and issued audit opinions on the company’s financial statements objectively and fairly. The determined audit fee for 2022 is reasonable, and it is agreed to renew his appointment as the company’s financial audit and internal control audit institution for 2022. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Guo Xiaodong, Tang yanzhao, Lin Chaonan March 22, 2022
