Independent director of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd
Special instructions and independent opinions on relevant matters of the company
In accordance with the relevant provisions of the company law, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd., as an independent director of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. (hereinafter referred to as “the company”), based on an objective and impartial position, we express the following special instructions and independent opinions on the relevant matters of the 13th meeting of the ninth board of directors and the annual external guarantee:
1、 Special description and independent opinions on external guarantee
In accordance with the relevant provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (CSRC announcement [2022] No. 26) and the audit opinions of Tianjian Certified Public Accountants (special general partnership) on the company’s 2021 annual report, we have carefully inspected and verified the company’s external guarantees in 2021, and issued special explanations and independent opinions as follows:
In 2021, the company strictly implemented relevant laws and regulations, the articles of association and other provisions on external guarantee, and strictly controlled the risk of external guarantee. As of December 31, 2021, the company’s subsidiaries have provided guarantees for their subsidiaries, and there is no situation that damages the interests of the company and all shareholders.
2、 Independent opinions on the internal control evaluation report of the company in 2021
The company has established a reasonable and perfect internal control system, and all internal control systems meet the requirements of relevant laws, regulations and regulatory authorities. The company’s 2021 internal control evaluation report objectively reflects the actual situation of the construction and implementation of the company’s current internal control system. The company’s internal control system complies with the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, and there are no major defects.
3、 Independent opinions on the deposit and use of raised funds in 2021
The deposit and actual use of the raised funds of the company in 2021 comply with the provisions of the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other documents. The raised funds are stored in a special account, and the use of the raised funds is subject to the corresponding approval procedures. There is no situation of changing the investment direction of the raised funds in a disguised form or using the raised funds in violation of regulations, There is no situation that damages the interests of the company and shareholders.
4、 Independent opinions on the payment of remuneration to directors and senior managers of the company in 2021
In 2021, the remuneration of the company’s directors and senior managers strictly implemented the company’s assessment system. The procedures of performance assessment and remuneration payment comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit the remuneration of directors to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the company’s profit distribution plan in 2021
The company’s 2021 profit distribution plan complies with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and the company’s 20212023 annual shareholder return plan, conforms to the current actual situation of the company, and comprehensively considers various factors such as the company’s operating performance, reasonable return of shareholders and future development prospects. The implementation of the above plan is in line with the interests of the company and shareholders, and there is no damage to the interests of minority shareholders. Therefore, we agree to submit this plan to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the guarantee provided by the company and its holding subsidiaries in 2022
It is expected that the amount of financing guarantee provided by the company and its holding subsidiaries in 2022 will help promote the fund-raising and sound development of each subsidiary, further improve its economic benefits and meet the interests of the company and all shareholders. During the guarantee period, the company has the ability to control the operation and management risks of its subsidiaries without damaging the interests of the company and all shareholders. The deliberation and voting procedures of this matter comply with the provisions of the company law and the articles of association. Therefore, we agree to submit this matter to the 2021 annual general meeting of shareholders.
7、 Independent opinions on the subsidiary’s application for credit line and financing by mortgage and pledge of its own assets in 2022. The mortgage and pledge of its own assets meets the actual business needs of the company and is conducive to the sustainable and healthy development of the company. The deliberation and decision-making procedures of the board of directors on this matter comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to submit this matter to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Comments on the company’s provision for impairment in 2021
The company’s provision for impairment and write off of assets in 2021 are carried out in accordance with the accounting standards for business enterprises and relevant accounting policies of the company. After the company has made provision for impairment and written off assets, the financial statements can more truly and fairly reflect the company’s asset status and operating results, making the company’s accounting information about assets more reliable. The decision-making procedures for the provision for impairment and write off of assets this time comply with relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially the interests of minority shareholders. Therefore, we agree with the company’s provision for impairment and verification of assets this time.
9、 Independent opinions on the company’s financial derivatives business in 2022
The company’s derivatives transactions are targeted at the locking of risk exposure in actual operation, which is conducive to the company to avoid the risk of corresponding raw materials, commodities or exchange rate price fluctuations, and has formulated corresponding practical systems and plans to deal with major emergencies that may occur in the transaction process in time, which will not affect the company’s daily operation and the development of main business, and will not damage the interests of the company’s shareholders and minority shareholders. Therefore, We agree that the company will carry out financial derivatives business within the authorized limit and agree to submit the matter to the general meeting of shareholders for deliberation.
10、 Independent opinions on the subsidiary’s waiver of the right to subscribe capital contribution in the same proportion and related party transactions of the joint-stock company Guoji Finance Co., Ltd
The company’s waiver of the right to subscribe capital in the same proportion is to implement the regulatory requirements of the China Banking and Insurance Regulatory Commission on the reorganization and integration of financial companies. The capital increase price is determined according to the evaluation results and follows the principles of voluntariness, openness and integrity. The waiver of the right to subscribe capital by Sumec Corporation Limited(600710) group does not harm the interests of the company and other shareholders, especially the interests of minority shareholders. During the deliberation of the proposal at the 13th meeting of the ninth board of directors, the related directors have avoided voting, and the deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association.
11、 Independent opinions on the company’s continuous risk assessment report on Sinochem Finance Co., Ltd
In combination with the special statement submitted by Tianjian Certified Public Accountants (special general partnership) on the connected transactions of Guoji Finance Co., Ltd. (hereinafter referred to as “Guoji finance”), we believe that as a non bank financial institution, Guoji finance has a legal and effective financial license and business license, and is in strict accordance with the company law, accounting standards for business enterprises, measures for the administration of enterprise group financial companies and relevant national financial regulations The regulations regulate the operation, and no violation of relevant laws and regulations is found in the state-owned machinery finance. The pricing of related party transactions between the company and state-owned machinery finance is fair and equitable, and there is no situation that affects the independence and security of the company’s funds, is occupied by related parties, affects the normal production and operation of the company, and damages the interests of the company and minority shareholders.
Independent directors: Jiao Shijing, Mao Ning, Liu Jun April 11, 2022
