Wanxiang Qianchao Co.Ltd(000559)
Prior approval and 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 articles of association and relevant laws and regulations, as independent directors of Wanxiang Qianchao Co.Ltd(000559) (hereinafter referred to as “the company”), based on the principle of independent and objective judgment, we have reviewed the relevant proposals and matters of the ninth meeting of the ninth board of directors in advance, and now express the following independent opinions on the relevant matters considered in advance:
1、 Proposal on the implementation report of the company’s connected transactions in 2021 and the prediction of daily connected transactions in 2022
1. The explanation of the company’s management on the daily related party transactions actually occurred in 2021 is in line with the objective situation of market changes and the actual situation of the company. The company’s sales and other daily related party transactions are necessary continuous businesses in the daily production and operation of the company and its holding subsidiaries, and comply with the provisions of laws and regulations. Although the actual amount is different from the original estimated amount due to objective reasons such as market demand, such differences occur in response to market changes. The daily connected transactions that have occurred are fair and just, and the transaction price is fair. There is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
2. In 2022, the sales transactions between the company and related parties are all necessary continuous businesses in the daily production and operation of the company and its holding subsidiaries. Related party transactions follow the principles of fair and just transactions, with fair pricing and legal and effective decision-making procedures. All transactions comply with the requirements of relevant national laws and regulations and do not harm the interests of the company and minority shareholders.
3. Based on the above circumstances, we agree to submit the related party transaction to the ninth meeting of the ninth board of directors of the company for deliberation.
2、 Proposal on signing financial service framework agreement with Wanxiang Finance Co., Ltd
The related party transaction is a business required by the company’s daily business activities. Wanxiang Finance Co., Ltd. provides relevant financial services to the company within the business scope approved by the CBRC. The financial services framework agreement is reasonable and the pricing principle is fair, which is conducive to reducing the operating cost of the company. We agree that the related party transaction shall be submitted to the 9th meeting of the 9th board of directors of the company for deliberation.
3、 Proposal on the renewal of the company’s financial and internal control audit institutions
Tianjian Certified Public Accountants (special general partnership) has the qualification of securities and futures related businesses, and has many years of experience and ability to provide audit services for listed companies. During the period of providing audit work for the company in 2021, it adheres to independent audit with a fair and objective attitude, reflects good professional norms and ethics, and can meet the relevant audit requirements of the company in 2022, It will not damage the legitimate rights and interests of all shareholders and investors. We agree to submit this matter to the 9th meeting of the 9th board of directors of the company for deliberation.
4、 Proposal on providing entrusted loans to the joint venture company
The company provides entrusted loans to the joint venture company Zhejiang Wanxiang Marelli Shock Absorber Co., Ltd. on the condition that the funds required for daily operation are guaranteed. The operation risk of the joint venture company is controllable, there is no difficulty in recovering the entrusted loan funds and overdue risk, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and there is no adverse impact on the sustainable operation ability and financial condition of the company. The entrusted loan constitutes a connected transaction, and the relevant connected directors will avoid voting. Based on the above circumstances, we agree to submit the entrusted loan to the ninth meeting of the ninth board of directors of the company for deliberation.
5、 Proposal on signing a framework agreement on fund lending with Wanxiang Group Company: this related party transaction meets the needs of the company’s operation and development. Wanxiang Group Company is the controlling shareholder of the company. The provision of fund lending to the company and its subsidiaries is to provide guarantee for the company’s immediate capital demand, promote the company’s long-term and steady development, reduce the company’s financing cost and financing risk, and comply with relevant laws Regulations and normative documents. This connected transaction does not harm the interests of the company and other minority shareholders.
Based on the above circumstances, we agree to submit the related party transaction to the ninth meeting of the ninth board of directors of the company for deliberation.
Independent directors: Fu Liqun, Wu Chongguo, pan bin March 26, 2002
