Shanghai Huayi Group Corporation Limited(600623) independent director
Special explanation and independent opinions on relevant matters of the 17th session of the 10th board of directors
As an independent director of Shanghai Huayi Group Corporation Limited(600623) (hereinafter referred to as “the company”), 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, the stock listing rules of Shanghai Stock Exchange and the articles of association, I hereby express independent opinions on the relevant matters of the 17th meeting of the 10th board of directors of the company as follows:
1、 Prior approval of the company’s confirmation opinions on daily connected transactions in 2022
As an independent director of the company, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, and after carefully reviewing the proposal on the company’s daily connected transactions in 2022 in advance, he believes that the company’s expectation of daily connected transactions in 2022 is reasonable and fair, which is necessary for the company’s production and operation, There is no damage to the interests of the company and shareholders. We agree to submit the proposal to the 17th session of the 10th board of directors for deliberation.
2、 Independent opinions on related party transactions considered by the 17th session of the 10th board of directors of the company
In accordance with the relevant provisions of the company law, the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, as an independent director of the company, I hereby express the following opinions on the daily related transactions considered by the 17th meeting of the 10th board of directors of the company:
First, when the board of directors considered the above related party transactions, the related directors avoided voting, and the voting procedures of related party transactions comply with the provisions of the company law and other laws, regulations and the articles of Association;
Second, the pricing principles of the above related party transactions are in line with the principles of fairness, impartiality and openness, and will not affect the company’s sustainable operation ability. At the same time, the above related party transactions are necessary for the company’s production and operation, and no behavior damaging the interests of the company and shareholders is found.
We agree to the proposal on the company’s daily connected transactions considered by the 17th meeting of the 10th board of directors of the company.
3、 Special explanation and independent opinions on the external guarantee of the company
As an independent director of the company, in accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf (2003) No. 56) of China Securities Regulatory Commission and the notice on regulating the external guarantee of listed companies (zjf (2005) No. 120) jointly issued by China Securities Regulatory Commission and Bank Of China Limited(601988) Industry Regulatory Commission, Necessary verification has been carried out on the external guarantees of the company and the capital transactions between the company and related parties during the reporting period.
We believe that the company has conscientiously fulfilled the obligation of information disclosure of external guarantee, and the voting procedures of external guarantee comply with the provisions of the company law and other laws, regulations and the articles of association. The external guarantee matters considered at the 17th meeting of the 10th board of directors of the company have not harmed the interests of the company and its shareholders, especially small and medium-sized shareholders. The capital transactions with related parties are normal business capital transactions, and no insider trading with related parties of the company and damage to some shareholders’ rights and interests or the interests of the company are found. As of December 31, 2021, the company’s external guarantee balance (excluding the guarantee to the holding subsidiary) was 230442640734 yuan; The company’s guarantee balance to its subsidiaries is 71702209546 yuan, and the total guarantee amount is 302144850280 yuan, accounting for 14.07% of the company’s net assets at the end of the period.
As independent directors, in the future, we will urge the board of directors and the company’s management team to standardize the company’s guarantee behavior in strict accordance with relevant regulations, fully disclose guarantee information, strictly control the guarantee proportion and effectively prevent guarantee risks. 4、 Independent opinions on profit distribution plan in 2021
According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by the CSRC and the relevant provisions of the articles of association, after reviewing the company’s profit distribution plan for 2021, we believe that:
The cash dividend of the company is based on the total share capital registered on the date of equity distribution. The cash dividend of 4.2 yuan (including tax) is distributed to all shareholders for every 10 shares. The dividend of B shares is converted into US dollars. The dividend scheme and deliberation procedures comply with the relevant provisions of relevant laws, regulations and normative documents on profit distribution, and there is no situation that damages the rights and interests of all shareholders, especially small and medium-sized shareholders. We agree to this profit distribution plan and submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the provision for asset impairment
In accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, as an independent director of the company, I hereby express the following opinions on the company’s provision for asset impairment in 2021:
The total amount of provision for asset impairment this time is 47333049213 yuan, including 23586906461 yuan for inventory falling price, 15263308712 yuan for fixed asset impairment, 6551860000 yuan for goodwill impairment and 1930974040 yuan for impairment of receivables (including loans and accounts receivable).
We believe that the provision for asset impairment this time complies with the accounting standards for business enterprises and the relevant accounting policies implemented by the company. The voting procedures of the board of directors on this matter comply with the provisions of relevant laws, regulations and the articles of association of the company, and there is no damage to the interests of the company and minority shareholders. We agree to the proposal on the provision for asset impairment in 2021 considered by the 17th meeting of the 10th board of directors of the company.
6、 Independent opinions on write off of assets
In accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, as an independent director of the company, I hereby express the following opinions on the current asset write off of the company:
The total assets written off this time are 11450359084 yuan, and the provision for impairment is 11338092033 yuan. We believe that the asset write off is in line with the accounting standards for business enterprises and the relevant accounting policies implemented by the company. It is made based on the principle of accounting prudence, which can fairly reflect the company’s asset status and make the company’s accounting information on asset value more authentic, reliable and reasonable. The decision-making procedure of this asset write off complies with the provisions of the company law, the securities law and other laws and regulations as well as the articles of association, and there is no situation that damages the interests of the company and minority shareholders. We agree to the asset write off matters considered by the 17th meeting of the 10th board of directors of the company. 7、 Prior approval opinions on the company’s renewal of accounting firm
As an independent director of Shanghai Huayi Group Corporation Limited(600623) (hereinafter referred to as “the company”), we conducted a pre audit on the company’s renewal of the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution in accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, We believe that: Lixin Certified Public Accountants (special general partnership) has the practice certificate of certified public accountants and relevant business qualifications such as securities and futures, has many years of experience in providing audit services for listed companies, can meet the company’s audit requirements, does not violate the independence requirements of the code of professional ethics for Chinese certified public accountants, and will not damage the legitimate rights and interests of all shareholders and investors.
Agree to renew the appointment of Lixin as the accounting firm for the annual report audit and internal control audit of the company in 2022, and submit the matter to the board of directors of the company for deliberation.
8、 Independent opinions on agreeing to continue to employ Lixin Certified Public Accountants (special general partnership) as the auditor of the company’s annual report and Internal Control Auditor in 2002
In accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, as an independent director of the company, we hereby express the following opinions on the company’s continued employment of Lixin Certified Public Accountants (special general partnership) as the company’s accounting and audit institution and internal control audit institution in 2002:
Lixin Certified Public Accountants (special general partnership) has the qualification of securities business, can conduct audit in strict accordance with relevant regulations in the audit process over the years, and scrupulously evaluate the company’s financial status and operating results in a fair and objective manner in providing audit services to the company. The review and voting procedures of the company’s renewal of the accounting firm comply with the relevant provisions of the company law and the articles of association, and are in line with the interests of the company and shareholders. We agree to continue to employ Lixin Certified Public Accountants (special general partnership) as the accounting firm for the audit of the company’s annual report and internal control audit in 2002.
9、 Special notes and independent opinions on the internal control evaluation report of the company
In accordance with the basic norms of enterprise internal control and relevant internal rules and regulations of the company, as an independent director of the company, I hereby give the following instructions and opinions on the 2021 annual internal control evaluation report of the company considered by the 17th meeting of the 10th board of directors of the company:
First, the internal control system established by the company meets the relevant requirements and the actual situation of the company;
Second, the relevant internal control system formulated by the company has been implemented in the process of production and operation;
Third, the company’s internal control self-evaluation report truthfully reflects the relevant situation of the company’s internal control construction.
10、 Independent opinions on the remuneration of directors, supervisors and senior executives of the company in 2021
In accordance with the company law, the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, as an independent director of the company, I hereby express the following opinions on the remuneration of directors, supervisors and senior managers of the company in 2021:
We have conducted necessary verification on the remuneration of directors, supervisors and senior managers of the company in 2020. The remuneration of directors, supervisors and senior managers and the allowance of independent directors in 2021 are determined in accordance with the remuneration proposal adopted by the general meeting of shareholders of the company. Meanwhile, the remuneration received by the company’s directors, supervisors and senior managers in the company shall be assessed and cashed in accordance with the company’s salary management system. Therefore, we believe that the salary determination and payment procedures of the company comply with the provisions of relevant laws, regulations and the articles of association. 11、 In advance, we recognize the confirmation opinions on the financial service agreement and related party transactions signed by the finance company and Shanghai Huayi. As an independent director of Shanghai Huayi Group Corporation Limited(600623) (hereinafter referred to as the “company”), in accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, After carefully reviewing the proposal on signing the financial service agreement and related party transactions between the finance company and Shanghai Huayi in advance, it is considered that the signing of the financial service agreement between the finance company and Shanghai Huayi is conducive to optimizing financing channels, improving capital use efficiency and meeting the needs of the company’s business development; This connected transaction will not damage the interests of the company and other shareholders, especially the minority shareholders, nor affect the independence of the company. We agree to submit the proposal to the 17th meeting of the 10th board of directors of the company for deliberation.
12、 Independent opinions on the signing of financial service agreement and related party transactions between finance company and Shanghai Huayi
In accordance with the company law, the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, as an independent director of the company, I hereby express the following opinions on the signing of financial service agreement and related party transactions between the financial company and Shanghai Huayi discussed at the 17th meeting of the 10th board of directors of the company:
The signing of the financial services agreement between the finance company and Shanghai Huayi is conducive to optimizing financing channels, improving capital use efficiency, meeting the needs of the company’s business development, and following the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation. The pricing principle is fair. The business scope, business content and process, internal risk control system and other measures of the finance company are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission (hereinafter referred to as “China Banking and Insurance Regulatory Commission”), with legal and effective business license and financial license. No violation of the provisions of the measures for the administration of enterprise group financial companies issued by China Banking and Insurance Regulatory Commission is found in the finance company, No major defects were found in its risk management. The continuous risk assessment report is objective and impartial, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The approval procedures of the above related party transactions comply with the provisions of relevant laws, regulations and the articles of association. In addition, when the board of directors deliberated the above related party transactions, the related directors avoided voting. The voting procedures of the related party transactions comply with the provisions of the company law, other laws, regulations and the company’s articles of association. We agree that the 17th meeting of the 10th board of directors of the company will consider the proposal.
13、 Independent opinions on the risk disposal plan of connected transactions of Shanghai Shanghai Huayi Group Corporation Limited(600623) Finance Co., Ltd
In accordance with the company law, the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, as an independent director of the company, I hereby express the following opinions on the risk disposal plan for connected transactions of Shanghai Shanghai Huayi Group Corporation Limited(600623) Finance Co., Ltd. deliberated at the 17th meeting of the 10th board of directors of the company:
The development of risk disposal plan is helpful to effectively prevent, timely control and resolve the risks of financial companies providing deposits, loans and other financial services for related party companies, maintain capital security, and meet the relevant requirements of Bank Of China Limited(601988) Insurance Regulatory Commission and other regulatory authorities. We believe that the risk disposal plan is sufficient and feasible, and agree to consider the proposal at the 17th meeting of the 10th board of directors of the company.
14、 Prior approval statement on the polymerization inhibitor project of Guangxi Huayi new materials Co., Ltd. and the capital increase and related party transactions of the investor
As an independent director of Shanghai Huayi Group Corporation Limited(600623) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, After careful review of the proposal on capital increase and related party transactions of polymerization inhibitor project and investors of Guangxi Huayi new materials Co., Ltd. in advance, it is considered that the investment of the project is in line with the company’s industrial development plan, the process and technology are mature, the capital increase can provide important financial support for the construction and development of the project, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and the related party transactions are open, fair and reasonable Based on the principle of fairness, we agree to submit the proposal to the 17th session of the 10th board of directors of the company for deliberation.
15、 Independent opinions on the polymerization inhibitor project of Guangxi Huayi new materials Co., Ltd. and the capital increase and related party transactions of the investor
According to the company law and the regulations on the establishment of independent directors of listed companies
