Guangdong Chaohua Technology Co.Ltd(002288) independent directors
Independent opinions on matters related to the 10th meeting of the 6th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and the articles of association, we are independent directors of the sixth board of directors of Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as the “company”), Express the following independent opinions on relevant matters considered at the 10th meeting of the sixth board of directors of the company: I Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee according to the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) of the CSRC, We express the following opinions on the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2021:
1. During the reporting period, there was no occupation of the company’s funds by controlling shareholders and other related parties.
2. During the reporting period, the company and its holding subsidiaries did not provide guarantees for the controlling shareholders and their related parties; The company has no external guarantee except for providing guarantee for subsidiaries within the scope of consolidated statements. The company and its holding subsidiaries have no overdue external guarantee.
3. As of December 31, 2021, the accumulated actual guarantee balance of the company to its holding subsidiaries was RMB 123.5 million, accounting for 7.47% of the company’s net assets as of December 31, 2021. In addition, there is no other external guarantee.
We believe that during the reporting period, the company strictly followed the company law, the securities law, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) and other laws and regulations, as well as the articles of association and the external guarantee management system, Strictly control the risk of external guarantee. During the reporting period, all illegal acts have not occurred in accordance with the provisions of the company’s guarantee system and relevant legal procedures. The company pays close attention to the assets of the guaranteed party through regular inspection of the financial status and on-site investigation of the guaranteed party. There is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt.
2、 Independent opinions on the company’s 2021 annual report and its summary
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the company’s working rules for independent directors and other relevant rules and regulations, as independent directors of the company, we express the following opinions on the company’s 2021 annual report and the summary of 2021 annual report:
After verification, there is no false record, misleading statement or major omission in the information contained in the 2021 annual report and summary of the company, and the company shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 3、 Independent opinions on the company’s profit distribution plan in 2021
In accordance with the guidance on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the company’s working rules for independent directors and other relevant rules and regulations, as independent directors of the company, we express the following opinions on the company’s profit distribution plan in 2021:
The company’s profit distribution plan for 2021 is formulated by the company’s management and board of directors according to the company’s profitability, future capital demand and relevant provisions of shareholder return planning. The decision-making process of profit distribution complies with the provisions and requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association.
4、 Independent opinions on the self-evaluation report of the company’s internal control
According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company’s working rules for independent directors and other relevant rules and regulations, as independent directors of the company, we express the following opinions on the self-evaluation report on internal control in 2021: after verification, We believe that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. The 2021 internal control self evaluation report comprehensively, objectively and truly reflects the actual situation of the company’s current internal control system construction and operation.
5、 Independent opinions on the implementation of the company’s internal control rules
According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the company’s working rules for independent directors and other relevant rules and regulations, as independent directors of the company, we express the following opinions on the self inspection form for the implementation of internal control rules:
After verification, we believe that the self inspection form for the implementation of internal control rules of the company truly and objectively reflects the construction and operation of the company’s internal control system.
6、 Independent opinions on the prediction of guarantee amount of the company and its subsidiaries
According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the company’s working rules for independent directors and other relevant rules and regulations, as independent directors of the company, we express the following opinions on the estimated guarantee amount of the company and its subsidiaries:
In order to standardize and strengthen the daily management of external guarantee, enhance the planning and rationality of the company’s external guarantee behavior, simplify the approval procedures and improve the operation efficiency, the company estimates the total amount of annual guarantee guaranteed by the company for subsidiaries, mutual guarantee between subsidiaries and guarantee by subsidiaries for the parent company, and performs the review procedures. The external guarantee object of the company this time is the company and its subsidiaries within the scope of consolidated statements, the risk is within the controllable range, and its decision-making procedure is legal and effective. We agree to the proposal on the estimated guarantee amount of the company and its subsidiaries.
7、 Independent opinions on the related party transactions of the company’s deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange and the company’s working rules for independent directors and other relevant rules and regulations, as independent directors of the company, we express the following opinions on the related party transactions of the company’s deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd.:
The company handles deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd. the transaction pricing follows the principle of fairness and rationality, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The company’s procedures for reviewing the related party transactions are legal and effective, and comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree that the company handle deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd.
8、 Independent opinions on the estimation of the trading quota of financial derivatives and the feasibility report of financial derivatives trading
In accordance with the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the working rules for independent directors and other relevant provisions, the following independent opinions are expressed on the company’s proposed financial derivatives trading business:
1. The company’s proposed financial derivatives trading business is closely related to the daily business needs, which is conducive to avoiding the risk of exchange rate, interest rate and other fluctuations, enhancing the company’s financial stability and meeting the needs of the company’s business development.
2. The company has formulated the financial derivatives trading management system and relevant risk control measures, which is conducive to strengthening the risk management and control of financial derivatives trading, analyzed the feasibility of trading, and formulated the financial derivatives trading feasibility report. Relevant businesses have fulfilled the corresponding decision-making procedures and information disclosure obligations, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we agree that the company will carry out financial derivatives trading within the limit approved by the board of directors.
9、 Independent opinion on the provision for asset impairment in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company’s working rules for independent directors and other relevant rules and regulations, as independent directors of the company, The following opinions are expressed on the company’s provision for asset impairment in 2021: the company’s provision for asset impairment this time meets the requirements of the accounting standards for business enterprises and the company’s accounting policies, and the basis is sufficient and reasonable, which can objectively and fairly reflect the company’s asset status as of December 31, 2021; The decision-making procedure of the board of directors to consider the matter is legal and compliant, and there is no damage to the interests of the company and shareholders, especially minority shareholders. Therefore, the company agrees to withdraw the provision for asset impairment this time.
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[there is no text on this page, which is the signature page of Guangdong Chaohua Technology Co.Ltd(002288) independent director’s independent opinions on matters related to the 10th meeting of the 6th board of directors] signature of independent director:
Shao Xijuan, Xu Jinhuan, Qiang Changwen
March 30, 2002
