Tianshui Zhongxing Bio-Technology Co.Ltd(002772) independent director
About the company’s funds occupied by controlling shareholders and other related parties in 2021
And special instructions and independent opinions on the company’s external guarantees and related party transactions
As an independent director of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as the “company”), we are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, in the attitude of being responsible to the company and all shareholders, based on independent judgment and adhering to the principle of seeking truth from facts, the company carefully checked the occupation of the company’s funds, the company’s external guarantees and related party transactions by the controlling shareholders and other related parties in 2021, The following special instructions and independent opinions are hereby issued:
1、 Special description
(I) special explanation on the occupation of the company’s funds by controlling shareholders and other related parties
We have checked the capital transactions of the company’s related parties. The capital occupation of the company in 2021 is the capital transactions between the company’s wholly-owned or holding subsidiaries or between them and the company, and there is no capital occupation of the company by the controlling shareholders and other related parties. We believe that as of December 31, 2021, there is no situation that the controlling shareholders and other related parties occupy the company’s funds, the company’s assets and finance are fully independent, and the interests of the company and all shareholders are effectively protected.
(II) description of external guarantee of the company and its subsidiaries
As of December 31, 2021, the company’s external guarantee balance, excluding the guarantee provided for subsidiaries within the scope of consolidated statements, is RMB 0, accounting for 0% of the company’s audited net assets in 2021; The balance including guarantees provided for subsidiaries within the scope of consolidated statements is RMB 1544975000, accounting for 47.56% of the audited net assets of the company in 2021. Except that the company provides guarantees for wholly-owned subsidiaries or holding subsidiaries, it does not provide external guarantees for any other third party.
(III) description of related party transactions
In 2021, there were no other related party transactions except the remuneration paid by the company to the directors, supervisors and senior managers of the company.
2、 Independent opinion
After review, we believe that:
1. By the end of the reporting period, there was no capital exchange between the company and its controlling shareholders and other related parties. The company and its controlling shareholders were able to strictly abide by relevant laws and regulations and the requirements of regulatory authorities, and there was no illegal occupation of funds.
2. The company has established a sound risk control system for external guarantee. The articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, financing and external guarantee management system, etc. have clearly stipulated the approval procedures and authorities of external guarantee.
3. The company provided guarantees for its subsidiaries, fulfilled the necessary approval procedures and information disclosure procedures, and fully revealed the risks of external guarantees.
4. The company’s external guarantees are all guarantees provided to subsidiaries within the scope of the company’s consolidated statements, and there are no overdue external guarantees, external guarantees involving litigation and losses due to the judgment of losing the guarantee.
5. The guarantee provided by the company for wholly-owned subsidiaries and holding subsidiaries will help the subsidiaries to obtain operating funds quickly and ensure the smooth progress of various businesses. The deliberation procedures and voting results of the above-mentioned external guarantee matters of the company comply with the company law, the articles of association, the stock listing rules of Shenzhen Stock Exchange Relevant provisions such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board do not harm the interests of the company and all shareholders.
Signature of independent directors: Ju Ming, Liu ya, Dang Lin March 23, 2022
