Unisplendour Corporation Limited(000938)
Independent opinions of independent directors on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and Unisplendour Corporation Limited(000938) articles of association, we, as independent directors of Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”), are responsible to the company and all shareholders, In accordance with the principle of seeking truth from facts, the following matters have been carefully verified and necessary inquiries have been made, and the proposal discussed at the 9th meeting of the 8th board of directors of the company has been deliberated, and independent opinions are issued as follows: 1. Independent opinions on the occupation of funds by related parties
As of December 31, 2021, there was no illegal occupation or other disguised occupation of the company’s funds by the company’s controlling shareholders and other related parties. 2. Independent opinions on external guarantees of the company
In 2021, the amount of external guarantee approved by the company and its subsidiaries was RMB 4045 million and US $656 million, and the actual amount of guarantee was RMB 1895 million and US $560 million. As of December 31, 2021, the external guarantee balance of the company and its subsidiaries was RMB 3005 million and US $603.33 million, accounting for 22.87% of the owner’s equity attributable to the shareholders of the listed company after the audit at the end of 2021; Among them, the balance of guarantee provided to units outside the consolidated statements is US $27 million, accounting for 0.57% of the owner’s equity attributable to the shareholders of the listed company after the audit at the end of 2021.
After review, we agree that the board of directors of the company carefully treats and strictly controls the contingent debt risk arising from external guarantee, the approval procedure of the company’s external guarantee is strictly implemented in accordance with the relevant provisions of national laws, regulations and the articles of association, the information disclosure is fully complete, the risk of external guarantee is fully revealed, and meets the relevant requirements on external guarantee in the above normative documents. 3. Independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the articles of association and relevant normative documents, the actual situation of the company’s operation and development, is conducive to the long-term development of the company, is in line with the interests of the company and all shareholders, and the review procedures comply with the relevant national laws, regulations and the articles of association. We agree with the company’s profit distribution plan for 2021.
4. Independent opinions on the engagement of 2022 financial report and internal control audit institutions
Zhongxinghua Certified Public Accountants (special general partnership) has provided the company with high-quality audit services for many years, with high business level, good integrity, sufficient independence, professional competence and investor protection ability, which can meet the needs of the company’s financial report and internal control audit; The review procedures for the renewal of the accounting firm comply with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the overall interests of the company and the rights and interests of minority shareholders. We agree that the company will renew the appointment of zhongxinghua accounting firm (special general partnership) as the company’s 2022 financial report and internal control audit institution, and agree to submit relevant proposals to the general meeting of shareholders for review. 5. Independent opinions on the 2021 internal control evaluation report of the company
In 2021, the company further optimized and improved its internal control system, which met the requirements of relevant national laws, regulations and regulatory authorities. The company’s operation and management activities strictly comply with the provisions of the internal control system. The company’s internal control over key activities such as holding subsidiaries, related party transactions, external guarantees, major investments and information disclosure is reasonable and effective. The establishment, improvement and effective implementation of the company’s internal control system ensure the normal operation and management of the company, play an effective role in controlling business risks and ensure the reliability of financial reports. The company’s internal control has rationality, integrity and effectiveness. The evaluation of the company’s internal control truly, objectively and completely reflects the actual situation of the company’s internal control. 6. Independent opinions on retroactive adjustment of financial data in business combinations under the same control
The relevant financial statement data in the early stage of the retroactive adjustment of the business combination under the same control of the company are fully based and comply with the relevant provisions of the accounting standards for business enterprises. The retroactively adjusted financial statements objectively and truly reflect the financial status and operating results of the company; The review procedure of this retrospective adjustment of financial data complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the rights and interests of the company and minority shareholders. Therefore, we agree on the retroactive adjustment of financial data for business combinations under the same control of the company. 7. Independent opinions on the continuous risk assessment report of the company’s deposit and loan business in Tsinghua Holding Group Finance Co., Ltd
As a normative non bank financial institution approved by the former Bank Of China Limited(601988) industry supervision and Administration Commission (now Bank Of China Limited(601988) insurance supervision and Administration Commission), Tsinghua Holding Group Finance Co., Ltd. (hereinafter referred to as “finance company”) provides financial services for the company within its business scope, which complies with the provisions of relevant national laws and regulations. It is not found that the finance company has significant management risks, The risks of related deposits and loans and other financial businesses between the company and the financial company are controllable. When the board of directors deliberated on the proposal, the related directors avoided voting, and the decision-making process was in line with the provisions of relevant laws, regulations and the articles of association, without damaging the rights and interests of the company and minority shareholders. Therefore, we unanimously agree to the risk continuous assessment report on Tsinghua Holding Group Finance Co., Ltd.
Independent director: Wang Xinxin, Xu Jingchang, Zhou Shaopeng
March 25, 2022
