Sailun Group Co.Ltd(601058) independent director
Independent opinions on matters related to the 31st meeting of the 5th board of directors
In accordance with the rules for independent directors of listed companies, the articles of association, the annual report working system for independent directors of the company and other relevant provisions, as independent directors of Sailun Group Co.Ltd(601058) (hereinafter referred to as “the company”), we express the following independent opinions on the relevant matters of the 31st meeting of the Fifth Board of directors of the company:
1. Annual profit distribution plan for 2021
We believe that the formulation of the company’s annual profit distribution plan for 2021 complies with the relevant provisions of the company law and the articles of association, takes full account of the company’s actual operating results, capital situation and future development needs, conforms to the interests of all shareholders of the company, and does not damage the rights and interests of medium and small shareholders. We agree to the profit distribution plan. 2. Proposal on renewing the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and paying its audit remuneration in 2021
We believe that the review and voting procedures of the company’s re employment of accounting and audit institutions and internal control audit institutions comply with the relevant provisions of the company law and the articles of association. Given that zhongxinghua Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies, in order to maintain the continuity and stability of the company’s audit work in 2022, we agree to appoint zhongxinghua Certified Public Accountants (special general partnership) as the company’s accounting audit institution and internal control audit institution in 2022, and pay its financial audit remuneration of 1.45 million yuan in 2021 at the same time, The remuneration for internal control audit is 500000 yuan.
3. Proposal on expected external guarantee in 2022
We believe that the company’s external guarantee in 2022 is expected to meet the capital needs of the company and its holding subsidiaries for daily operation and business development. The contingent risks of the guarantee will not affect the company’s sustainable operation ability and damage the interests of the company and shareholders. We agree in advance to submit the proposal to the board of directors of the company for deliberation. The directors and management of the company can prudently treat and strictly control the risks arising from external guarantees, and the review procedures comply with the provisions of relevant laws and regulations. Agree to this external guarantee.
4. Proposal on estimated daily connected transactions in 2021
We believe that the transactions between the company and its holding subsidiaries and related parties are normal daily business, and the prices of related party transactions are fairly priced according to the market price. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. It is in line with the unanimous interests of the listed company and all shareholders, fair and reasonable, and does not constitute an impact on the independence of the company. The review procedure complies with the relevant provisions of the company law and the articles of association. Agree to this related party transaction.
5. Proposal on provision for impairment of assets
We believe that the company’s provision for asset impairment this time is based on the principle of prudence, complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, can objectively and fairly reflect the company’s financial status and operating results, helps to provide investors with more authentic, reliable and accurate accounting information, and does not harm the interests of the company and all shareholders. The decision-making procedure for withdrawing the provision for asset impairment this time complies with the relevant provisions of laws, regulations and the articles of association. It is agreed that the company shall make provision for asset impairment in 2021.
6. Proposal on the remuneration of directors, supervisors and senior managers of the company in 2021
We believe that the remuneration and allowance standards for directors, supervisors and senior executives of the company take full account of the company’s operation, help stimulate the enthusiasm of directors, supervisors and senior managers, provide impetus for the stable growth of the company’s business, comply with the relevant provisions of the articles of association and will not damage the interests of the company and minority shareholders. We agree with the remuneration of directors, supervisors and senior managers of the company in 2021.
7. Proposal on purchasing liability insurance for directors, supervisors and senior managers
We believe that the directors, supervisors and senior managers of the company may face operation and management risks and legal risks due to business decision-making, information disclosure and other reasons in the process of performing their duties. The purchase of directors, supervisors and senior managers’ liability insurance for them is in line with the relevant provisions of the standards for the governance of listed companies, which is conducive to protecting the rights and interests of the directors, supervisors and senior managers of the company and the interests of investors, promoting the responsible personnel to perform their duties and promoting the development of the company. The relevant review procedures are legal, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8. Internal control evaluation report in 2021
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. During the reporting period, the company’s internal control over financial reports and non-financial reports was free from major defects and important defects.
9. Proposal on using self owned funds for investment and financial management
We believe that the company’s use of its own funds to invest in financial products or fixed income securities with high safety, good liquidity and low risk within the range of the maximum daily balance of no more than 1.5 billion yuan can effectively improve the use efficiency of funds and seek more investment returns for the company’s shareholders, which will not have an adverse impact on the company’s production and operation, and will not damage the interests of shareholders, especially small and medium-sized shareholders. The company is approved to use its own funds for investment and financial management.
10. Proposal on developing foreign exchange hedging business
We believe that the relevant decision-making procedures for the company to carry out foreign exchange hedging business this time comply with the relevant national laws, regulations and the relevant provisions of the articles of association. Based on normal production and operation and relying on specific business operations, the company uses foreign exchange hedging tools to reduce exchange rate risks, reduce exchange losses and control business risks on the premise of ensuring normal production and operation, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. The company’s foreign exchange hedging business is feasible and the risk can be controlled. Approve the company to carry out foreign exchange hedging business.
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(there is no text on this page, which is the signature page of the independent opinions of Sailun Group Co.Ltd(601058) independent directors on matters related to the 31st meeting of the 5th board of directors) Xu Chunhua, Liu Shuguo and director Hua
Sailun Group Co.Ltd(601058) board of directors March 31, 2022
