Hunan Aihua Group Co.Ltd(603989)
Independent directors' opinions on relevant matters of the 6th meeting of the 5th board of directors of the company
Independent opinion of
In accordance with the relevant provisions of the company law of the CSRC, the securities law, the rules for independent directors of listed companies, the working rules for independent directors and the articles of association of the company, Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as "the company") all independent directors, based on their independent judgment, reviewed the proposals considered at the sixth meeting of the Fifth Board of directors held on April 2, 2022 and expressed their independent opinions as follows: 1 Independent opinions on the full text and summary of the company's 2021 Annual Report
After verification, we believe that the preparation and review procedures of the full text and summary of the company's 2021 annual report comply with the provisions of laws, regulations, the articles of association and the company's internal management system; The content and format of the report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the operation, management and financial status of the company in 2021 from all aspects; It is not found that the personnel involved in the preparation and deliberation of the full text and summary of the company's 2021 annual report have violated the confidentiality provisions.
2、 Independent opinions on the company's profit distribution in 2021
After carefully reviewing the relevant materials submitted by the board of directors, we believe that the profit distribution plan of the company in 2021 complies with the relevant provisions of the articles of association, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws and regulations. On the premise of ensuring the normal operation and long-term development of the company, we have fully considered the reasonable investment return to the majority of investors, which is conducive to the normal operation and healthy development of the company, There is no situation that damages the interests of investors. When the board of directors deliberated the profit distribution plan, the voting procedure was legal and effective. We agreed to the 2021 profit distribution proposal of the board of directors of the company and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the deposit and actual use of the company's raised funds in 2021
After verification, we believe that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, there is no illegal use of raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. The special report on the deposit and actual use of raised funds in 2021 prepared by the company is true, accurate and complete, without false records, misleading statements and major omissions, and complies with the provisions of relevant laws and regulations.
4、 After verification, we believe that the company has established a relatively sound internal control system and played a good role in risk prevention and control in all links of the company's operation and management. The company's internal control evaluation report truly and objectively reflects the construction and operation of the company's internal control system. At the same time, the company has hired an external audit institution to audit the effectiveness of the company's internal control. At present, the company's existing internal control system has basically covered all levels and links of production and operation, forming a standardized management system, which generally ensures the safety and integrity of the company's assets and the normal operation and management activities, There are no major defects in the integrity, rationality and implementation effectiveness of internal control.
5、 Independent opinions on the daily related party transactions in 2021 and the forecast of daily related party transactions in 2022
The daily related party transactions of the company are conducted on the basis of full consultation between related parties, the procedures are legal and effective, and the transaction behavior is true and reasonable. The daily related party transactions of the company in 2021 were carried out on the basis of equality and mutual benefit without harming the interests of the company and shareholders. The forecast of the company's daily related party transactions in 2022 is based on the daily related party transaction data in 2021 and the business plan in 2022, which is in line with the actual situation of the company, and the approval procedures comply with relevant regulations.
6、 Independent opinions on bank credit and authorization in 2022
After verification, the company's application for comprehensive credit line from the bank in 2022 meets the needs of the company's business development, and there is no damage to the company's future financial status and operating results, which is conducive to the company's long-term development, and the decision-making procedures comply with the provisions of relevant laws, regulations and normative documents. Therefore, we agree that the company will extend a comprehensive credit line of 5.77 billion yuan to 13 banks including Agricultural Bank Of China Limited(601288) Yiyang branch according to the needs of production and operation, and authorize Mr. AI Lihua, chairman of the board, to sign relevant financing applications, contracts, agreements and other legal documents within the maximum comprehensive credit line in 2022.
7、 Independent opinions on the company's foreign exchange hedging business
After verification, we believe that the relevant decision-making procedures for the company to carry out foreign exchange hedging business comply with the relevant national laws and regulations and the relevant provisions of the articles of association. The company's foreign exchange hedging business is based on specific business operations. On the premise of ensuring normal production and operation, the company uses foreign exchange hedging tools to reduce exchange rate risks, reduce exchange losses and control business risks. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the company's foreign exchange hedging business. 8、 Independent opinions on using some idle raised funds to purchase financial products
On the premise of ensuring the safety of investment funds, the company's use of some idle raised funds to purchase financial products is conducive to improving the use efficiency of raised funds and obtaining certain investment income, which will not affect the construction of raised funds and the use of raised funds, and is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies. The deliberation and decision-making procedures of this matter comply with the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, and will not have an adverse impact on the production and operation of the company, nor will it damage the interests of all shareholders, especially small and medium-sized investors. We agree to the motion.
9、 Independent opinions on using idle self owned funds of the company to purchase financial products
The company's use of idle self owned funds to purchase financial products has fulfilled the necessary approval procedures and complies with the provisions of relevant regulations and rules such as the Listing Rules of Shanghai Stock Exchange, the articles of association, which is conducive to improving the use efficiency of idle funds, obtaining a certain investment income, will not affect the normal development of the company's main business, and will not damage the interests of minority shareholders. We agree that the company will use some of its own funds for entrusted financial management.
10、 Independent opinion on the renewal of the company's audit institution in 2022
Tianzhi International Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses, has rich experience and professional quality in auditing listed companies, and can evaluate the company's financial situation independently, objectively and fairly. Tianzhi International Certified Public Accountants has successfully completed the company's audit work in 2021, and the audit report issued for the company is objective and fair. The voting procedures of the board of directors on the renewal of Tianzhi international accounting firm as the company's audit institution in 2022 comply with the provisions of relevant laws and regulations, and there is no situation that damages the legitimate rights and interests of all shareholders and investors.
We agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company's financial report audit institution and internal control audit institution in 2022, and agree to request the general meeting of shareholders to authorize the operation and management to determine their annual audit fees according to the specific workload and market price level of 2022 audit.
11、 Independent opinions on changing the registered capital of the company, amending the articles of association and authorizing the handling of industrial and commercial change registration
After verification, we believe that the purpose of changing the registered capital and amending the articles of association is to improve the operation and decision-making efficiency of the company and better improve the internal governance of the company. According to the actual production and operation of the company and the actual situation of the conversion of convertible corporate bonds into shares, the company has fulfilled the corresponding procedures, This change and amendment meets the requirements of relevant laws and regulations such as the guidelines for the articles of association of listed companies, the Listing Rules of Shanghai Stock Exchange and so on. We unanimously agree that the company changes its registered capital and amends the articles of association. 12、 Independent opinions on the remuneration scheme of the company's senior managers
The remuneration scheme of the company's senior managers complies with the relevant provisions of the company law, the articles of association and other relevant provisions, conforms to the actual situation of the company, has continuity, and does not damage the interests of the company's shareholders, especially the minority shareholders. The deliberation and voting procedures of this matter comply with the relevant provisions of the company law, the articles of association and so on. We agree with the remuneration plan of the company's senior managers.
13、 Independent opinions on confirming the remuneration of directors and senior managers of the company in 2021
The company formulates the remuneration of directors and senior managers according to the remuneration level of the industry and region, combined with the operation of the company, and according to the work tasks and responsibilities of directors and senior managers. Based on the principle of independent and objective judgment, as an independent director, we believe that the remuneration paid by the company to directors and senior managers is reasonable and there is no harm to the interests of the company and shareholders. We agree to the remuneration of directors and senior managers of the company in 2021 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the company's external guarantee and the occupation of funds by related parties
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, as an independent director of the company, we have verified the occupation of non operating funds and other related capital transactions and external guarantees of the company in 2021. Based on objective and independent judgment, we hereby express the following opinions:
1. Capital transactions of related parties
During the reporting period, the capital transactions between the company and other related parties were normal operating capital transactions, and there was no non operating occupation of the company's funds by the company's controlling shareholders, actual controllers and their subsidiaries
2. External guarantee of the company
As of December 31, 2021, the company has not provided guarantees for the controlling shareholders and other related parties holding less than 50% of the company's shares, any unincorporated units or individuals; There is also no case that the controlling shareholder and other related parties force the company to provide guarantee for others. As of December 31, 2021, the company has no external guarantee.
Independent director: Xiao Haijun, Deng Zhonghua, Huang Sen
Hunan Aihua Group Co.Ltd(603989) April 6, 2022
