Eternal Asia Supply Chain Management Ltd(002183)
Independent opinions of independent directors on relevant matters of the 63rd meeting of the sixth board of directors and the 2021 annual meeting
As an independent director of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as “the company”), in accordance with the relevant provisions of laws and regulations such as the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, based on the position of independent judgment, prudent and responsible attitude, after carefully reviewing the relevant materials of the company and listening to the instructions of the management of the company, Express the following independent opinions on the relevant matters considered at the 63rd meeting of the sixth board of directors and the 2021 annual meeting of the company:
1、 Independent opinions of independent directors on the company’s profit distribution plan in 2021
The independent directors believe that the 2021 profit distribution plan of the company is in line with the current actual situation of the company, agree with the 2021 profit distribution plan formulated by the board of directors of the company, and agree to submit the above plan to the 2021 annual general meeting of shareholders for deliberation.
2、 Independent opinions of independent directors on the self-evaluation report of the company’s internal control
In accordance with the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the audit committee of the company submitted the 2021 internal control self-evaluation report to the board of directors. After careful reading, communicating with the company’s management and relevant management departments and consulting the company’s management system, we believe that:
The internal control system of the company has been established and effectively implemented, which meets the actual needs of the company. All business activities and corporate governance activities of the company are operated in strict accordance with relevant internal control systems and norms, so as to effectively control various internal and external risks. The company’s self-evaluation report on internal control in 2021 objectively and comprehensively reflects the real situation of the company’s internal control.
3、 Independent opinions of independent directors on the special report on the deposit and use of raised funds in 2021
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds. The contents of the company’s special report on the deposit and use of the company’s raised funds in 2021 are true, accurate and complete, and there are no false records, misleading statements or major omissions.
4、 Independent opinions of independent directors on the reappointment of the audit institution in 2022
Independent directors believe that Dahua Certified Public Accountants (special general partnership) has provided audit services for the company for more than ten years, can adhere to the principles of independence, objectivity and impartiality, and has good professional ethics and ability to perform their duties, so as to ensure the continuity of audit work. Therefore, we agree with the proposal of the audit committee of the board of directors that the company renew the appointment of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, which shall take effect from the date of adoption by the general meeting of shareholders.
5、 Independent opinions of independent directors on the company’s provision for asset impairment in 2021
The independent directors believe that the company’s provision for asset impairment this time is based on the principle of prudence, in line with the accounting standards for business enterprises, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant accounting policies of the company, and can objectively and fairly reflect the financial status and operating results of the company in 2021. The provision for asset impairment of the company this time is in line with the overall interests of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the provision for asset impairment of the company this time.
6、 Independent opinions of independent directors on the special explanation of the company’s accumulated and current external guarantees
As of December 31, 2021, the guarantee balance between the company and its subsidiaries was 523937 million yuan, accounting for 61.10% of the net assets of 857536 million yuan belonging to the parent company in the latest audited consolidated statements of the company; The balance of guarantees provided by the company and its subsidiaries to companies other than those within the scope of the company’s consolidated report is RMB 461.43 million, accounting for 5.38% of the net assets of the company’s latest audited consolidated statement attributable to the parent company of RMB 857536 million.
We believe that the company’s guarantee behavior is legal and compliant, and has taken sufficient internal control management to reduce the risk as much as possible. The guarantee behavior of the company is based on the needs of normal business development. It is the normal duty of the company as a shareholder. The guaranteed subject or other shareholders need to provide counter guarantee or corresponding proportional guarantee to the company at the same time to ensure the interests of the company. The deliberation and voting procedures of the board of directors of the company comply with the provisions of relevant laws and regulations. For matters involving connected guarantee, the connected directors have avoided voting, and there is no situation that damages the interests of the company and all shareholders of the company, especially the minority shareholders, and complies with the provisions of relevant laws, regulations and the articles of association. The above guarantee matters have been deliberated and approved by the board of directors and the general meeting of shareholders of the company and announced in time, which is in line with legal procedures.
7、 Independent opinions of independent directors on the special explanation of capital transactions between the company and controlling shareholders and other related parties
The independent directors believe that as of December 31, 2021, there is no situation that the controlling shareholders and other related parties occupy the company’s funds.
Independent directors: Li Luoli, Zhang Xiang, Zhang Shunhe and Bi Xiaoting April 7, 2022
