Hainan Haiyao Co.Ltd(000566) independent director
Independent opinions on matters related to the 22nd Meeting of the 10th board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the relevant provisions of the articles of association, we, as independent directors of the 10th board of directors of Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as “the company”), have checked the relevant materials with a serious, responsible and independent judgment attitude, and after careful analysis, We hereby express the following independent opinions on matters related to the 22nd Meeting of the 10th board of directors of the company:
1、 Independent opinions on the signing of financial service agreement between the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
Independent directors believe that the financial services agreement to be signed this time follows the cooperation principles of equality and voluntariness, complementary advantages, mutual benefit and common development. The pricing principle of this transaction is fair, which is conducive to broadening financing channels and reducing financing costs, meets the needs of business development, and does not damage the interests of the company, shareholders, especially small and medium-sized shareholders. The related directors abstained from voting and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the risk disposal plan for the connected transactions with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. the independent directors believe that: after consulting the risk disposal plan formulated by the company, we believe that the risk disposal plan analyzes the possible risks affecting the safety of the company’s funds, puts forward solutions and fund preservation plans for relevant risks, and defines the corresponding responsible persons, which can protect the interests of the company and is feasible. The plan does not damage the interests of the company, shareholders, especially minority shareholders. The related directors abstained from voting, and we agreed to the risk disposal plan for deposits in the finance company formulated by the company.
3、 Independent opinions on accepting the extension of financial assistance from related parties
Independent directors believe that: the company’s acceptance of financial assistance from related parties and the postponement of the event is based on the actual needs of the company’s development, which is conducive to the stable business development of the company. The company does not need to provide any mortgage or guarantee for the financial assistance, which is conducive to optimizing the company’s debt structure, reducing financing costs, maintaining stable operation, fair and reasonable transaction price, and there is no situation that damages the interests of Hainan Haiyao Co.Ltd(000566) and other shareholders, especially minority shareholders; The deliberation and voting procedures of this connected transaction were legal, and the connected directors avoided voting. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposed disposal of shares of trading financial assets
Independent directors believe that the company’s proposed disposal of trading financial asset shares is based on the company’s development strategy, securities market conditions and the company’s operation and financial conditions, which is conducive to improving asset liquidity and use efficiency. This disposal of financial assets does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. The disposal of financial assets does not harm the interests of the company, all shareholders, especially minority shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation. It is hereby explained.
Signature of independent director: Wei Yulin, Meng Zhaosheng, Zhang Qiang
March 22, 2022
