Great Wall International Acg Co.Ltd(000835)
On relevant matters of the first meeting of the ninth board of directors in 2022
Opinions of independent directors
Great Wall International Acg Co.Ltd(000835) the first meeting of the ninth board of directors in 2022 was held on March 23, 2022. In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board issued by Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and the working system of independent directors of the company, As an independent director of Great Wall International Acg Co.Ltd(000835) (hereinafter referred to as “the company”), based on careful review of relevant materials and independent judgment, we express independent opinions on relevant matters as follows:
1、 Independent opinions on the capital occupation and external guarantee of the company’s related parties in 2021
In accordance with the spirit of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the China Securities Regulatory Commission, we have checked and implemented the capital occupation of the company’s controlling shareholders and other related parties and the company’s external guarantees in 2021 in a serious and responsible manner and according to the relevant information and disclosure provided by the company, The independent opinions are as follows:
1. During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties; There are no circumstances in which funds are directly or indirectly provided to related parties for use.
2. With regard to the loan guarantee between Zhejiang Qingfeng original culture Co., Ltd. (hereinafter referred to as “Qingfeng company”) and Weng yuan, the creditor Weng yuan signed and issued the exemption confirmation letter to the company on October 15, 2021. Since the date of signing the above exemption confirmation letter, Mr. Weng yuan has unilaterally, unconditionally, irrevocably and fully exempted the company from the guarantee liability for the joint guarantee of Qingfeng company (the principal is RMB 100 million), and will not require the company to assume or perform any liability or obligation of the above joint guarantee in any way after this exemption.
Through the implementation of the above debt exemption, the risk of the company bearing the guarantee liability has been effectively solved and eliminated in the loan guarantee between Zhejiang Qingfeng original culture Co., Ltd. and Wengyuan.
We believe that during the reporting period, the company was able to regulate the capital transactions of related parties and the company’s external guarantee in accordance with the requirements of relevant national laws and regulations and the articles of association, and effectively control risks.
2、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s profit distribution plan for 2021 is proposed according to the company’s profit distribution policy and the actual situation of the company, which is conducive to better safeguard the long-term interests of the company and shareholders, and there is no damage to the interests of the company and shareholders. We agree with the profit distribution plan prepared by the board of directors and agree to submit it to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinion on non-standard audit report
Zhongtianyun Certified Public Accountants (special general partnership) issued an audit report with zhongtianyun [2022] Shenzi No. 900064 unable to express an opinion on the company’s 2021 financial report.
In a serious and responsible manner, we have checked the information in the report issued by the accounting firm according to the relevant information and disclosure provided by the company. Now we explain the relevant information and express independent opinions as follows:
1. The company’s financial report objectively and fairly reflects the company’s financial situation and operating results in 2021. We have no objection to the audit report.
2. The board of directors of the company has issued a special statement on the matters involved in which the accounting firm cannot express opinions. We believe that the special statement of the board of directors is objective and true, in line with the actual situation of the company, and agree with the special statement issued by the board of directors.
4、 Independent opinions on the company’s self evaluation report on internal control in 2021 and the internal control audit report with non-standard opinions issued by the accounting firm
The company has conducted self-evaluation on the effectiveness of the company’s internal control in 2021 and issued the 2021 internal control evaluation report in accordance with the requirements of the guidelines on internal control of listed companies of Shenzhen Stock Exchange. Zhongtianyun Certified Public Accountants (special general partnership) issued the internal control audit report with zhongtianyun [2022] Kong Zi No. 90004 negative opinion on the company’s 2021 financial report.
As an independent director of Great Wall animation, after careful consideration of the above documents, I hereby explain the relevant situation and express independent opinions as follows:
1. We agree that the company has major defects in internal control.
2. As an independent director of the company, we require the board of directors and the management to promote the implementation of relevant rectification work, pay continuous attention to and supervise the implementation of the corresponding rectification measures of the company, eliminate defects as soon as possible and effectively safeguard the interests of the company and all shareholders.
5、 Independent opinion on the provision for asset impairment in 2021
After verification, the company’s provision for asset impairment this time meets the requirements of the accounting standards for business enterprises, the company’s accounting policies and other relevant regulations. After the company’s provision for asset impairment, it can more objectively and fairly reflect the company’s financial status and operating results as of December 31, 2021, and make the company’s accounting information about asset value more authentic, reliable and reasonable. The decision-making procedures of the board of directors for considering the matter are legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
In conclusion, we agree to withdraw the provision for asset impairment this time.
Independent directors: he Shaoping, Peng Shengli, Huang Fusheng March 25, 2022
