Zhuhai Huajin Capital Co.Ltd(000532)
Independent opinions of independent directors on relevant matters
In accordance with relevant laws and regulations such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, Shenzhen Stock Exchange Stock Listing Rules, guiding opinions on the establishment of independent director system in listed companies and relevant provisions of Zhuhai Huajin Capital Co.Ltd(000532) company articles of Association (hereinafter referred to as the "articles of association"), As an independent director of Zhuhai Huajin Capital Co.Ltd(000532) (hereinafter referred to as "the company"), I hereby express the following independent opinions on the relevant matters considered at the 11th meeting of the 10th board of directors of the company:
1、 Independent opinions on 2021 profit distribution plan
After verification, the profit distribution plan of the company in 2021 complies with the provisions and requirements of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association, the proposal on the return plan for shareholders in the next three years (20212023) and other relevant documents, which not only reflects the reasonable investment return of the company to investors, but also takes into account the reasonable needs of the company's future development.
We agree to the company's 2021 profit distribution plan and submit it to the company's 2021 annual general meeting for deliberation. 2、 Independent opinions on the 2021 internal control evaluation report of the company
According to its actual situation and the requirements of laws and regulations, the company has established a relatively perfect corporate governance structure and internal control system, which meets the development needs of the company's operation and management at the present stage, and ensures the healthy operation of the company's businesses and the control of business risks. During the reporting period, the company's internal control system was standardized, legal and effective, and there was no violation of the company's internal control system.
To sum up, we believe that the company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company's internal control system.
3、 Matters concerning the occupation of funds by controlling shareholders and other related parties and related party transactions
1. As of December 31, 2021, the company's controlling shareholders and their related parties have not occupied the company's funds for non operating purposes, nor have the controlling shareholders and other related parties illegally occupied the company's funds in the previous period but continued to the reporting period. All capital transactions between the company and related parties are normal business transactions in the company's production and operation activities.
2. The company and Zhuhai HUAFA Group Finance Co., Ltd. (hereinafter referred to as the "finance company") have related deposit and loan and other financial businesses. At the end of the reporting period, the company's deposit balance in the finance company was 5.2112 million yuan and the loan balance was 242 million yuan. The details are as follows:
Deposit business
Daily maximum deposit amount in current period
Limit of related party's related party payment (10000 deposit interest rate range, opening balance, total deposit in current period, total deposit in current period, taking the ending balance of yuan as the total) amount (10000 out amount (10000 (10000) yuan)
Zhuhai HUAFA group 35.0%
Group Finance Limited company 100000 -3.85% 31838480945178360789 521.12 corporate loan business
Current amount
Loan amount of related parties and related relationships loan interest rate range opening balance total loan in current period total repayment closing balance in current period (RMB 10000) (RMB 10000) (RMB 10000)
Zhuhai HUAFA jihuafa Group Co., Ltd
Companies with limited corporate finance 650003.0% - 4.6% 1398029200 1898024200 corporate credit or other financial business
Total amount of business types of related parties (10000 yuan) actual amount (10000 yuan)
Zhuhai HUAFA group finance HUAFA group controlled company credit 650 Guangzhou Echom Sci.&Tech.Co.Ltd(002420) 0 Co., Ltd
During the reporting period, the related deposit and loan business between the company and the financial company was fair and did not harm the interests of the listed company.
4、 Independent opinions on external guarantee
After verification, the company's guarantee is as follows:
On April 16, 2021, the report on
According to the proposal of the guarantee plan, the total amount of guarantee the company plans to provide to its subsidiaries in 2021 will not exceed 660 million yuan.
As of December 31, 2021, the cumulative amount of external guarantees of the company and its holding subsidiaries is RMB
2683946 million yuan, accounting for 22.93% of the company's audited net assets in 2021. The company's external guarantees are all guarantees provided for the loans of the company's holding subsidiaries for the needs of the production and operation of the holding subsidiaries, no guarantees are provided for the controlling shareholders and related parties, and no other external guarantees have occurred; The company has no overdue guarantee, guarantee involving litigation and the amount of preparation that should be borne due to the judgment of losing the guarantee.
5、 Independent opinions on scrapping and write off of some assets
The scrapping and write off of some assets of the company this time comply with the provisions of the accounting standards for business enterprises and relevant systems of the company, and have fulfilled the corresponding approval procedures. After the scrapping and write off of some assets this time, the company's 2021 financial statements can more fairly reflect the company's financial situation, asset value and operating results, without damaging the interests of the company and all shareholders, especially minority shareholders. We agree to the scrapping and write off of some assets of the company this time.
6、 Independent opinions on the continuous risk assessment report of Zhuhai HUAFA Group Finance Co., Ltd
After verification, as of December 31, 2021, Zhuhai HUAFA Group Finance Co., Ltd. (hereinafter referred to as "finance company") has a legal and valid financial license and business license, with good business performance, and all indicators meet the regulatory requirements of Bank Of China Limited(601988) industry supervision and Administration Commission. According to the understanding and evaluation of the risk management of the finance company, it is not found to be related to the business qualification There are major defects in the design and operation of the risk management system related to the preparation of business and financial statements.
We agree with the conclusion of the company's risk continuous assessment report of Zhuhai HUAFA Group Finance Co., Ltd.
7、 Independent opinions on the renewal of accounting firm
Dahua Certified Public Accountants (special general partnership) has relevant business qualifications and has many years of experience and ability to provide audit services for listed companies. During his tenure as the company's financial audit and internal control audit institution in 2021, he followed the independent, objective and fair practice standards and better completed all the audit work entrusted by the company. We agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2022. We agree to the proposal and submit it to the company's 2021 annual general meeting for deliberation.
8、 Independent opinions on the signing of mask purchase and sales contract and related party transactions by subsidiaries of the company
Zhuhai Huashi Medical Devices Co., Ltd., a subsidiary of the company, sells masks to related parties. It is a normal commercial transaction and is carried out in accordance with normal market operation rules, which is conducive to increasing the business income of the company. Based on our independent judgment, we believe that it complies with the provisions of the company law, the securities law and other relevant laws and regulations as well as the articles of association of the company. During the deliberation and voting process, the related directors Li Guangning, Guo Jin, Xie Hao and Zou Chaoyong have avoided voting as required, the voting procedure of the board of directors is legal, and there is no damage to the interests of the listed company and shareholders. We agree to the matter.
9、 Independent opinions on renewal of entrusted operation contract and related party transactions of Zhihui Bay Innovation Center Project
We believe that the signing of the contract is beneficial to the long-term development of the company and is necessary for the implementation and operation of the company. After verification, it is in line with the long-term interests of the entrusting party, and is in line with the long-term development of the company. The related party transactions are open, fair and fair, the pricing is fair, and there is no behavior damaging the interests of the company and minority shareholders. The decision-making procedure of this connected transaction complies with the requirements of relevant laws and regulations, the connected directors avoid voting, and the voting procedure complies with the provisions of relevant laws and regulations such as the company law, the securities law and the articles of association. We agree to the motion.
(there is no text below, and this page is the signature page of independent directors' independent opinions on relevant matters at the 11th meeting of the 10th board of directors) signature of independent directors:
Huang Yanfei, Wang huaibing
Dou Huanan Shouhui
March 22, 2022
