Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Special instructions and independent opinions of independent directors on matters related to the 18th meeting of the 5th board of directors
As an independent director of Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as the “company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association of Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) company (hereinafter referred to as the “articles of association”), the independent director system of Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as the “company”) and the attitude of being responsible to the company and all shareholders, Based on the position of independent judgment, we hereby express independent opinions on the relevant proposals of the 18th meeting of the Fifth Board of directors and matters related to the 2021 annual report as follows:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties
In accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (Zheng Jian Fa [2003] No. 56) and other relevant laws and regulations as well as the articles of association and other company documents issued by the CSRC, we have carefully and responsibly verified the company’s capital occupation by the controlling shareholders and other related parties in 2021, and hereby express our independent opinions as follows:
As of the end of the reporting period, there was no non operational occupation of the company’s funds by the controlling shareholders and other related parties, nor any illegal occupation of the company’s funds by the controlling shareholders and other related parties that occurred in the previous period but continued to the reporting period. 2、 Special instructions and independent opinions on the external guarantee of the company
In accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantees of listed companies (zjf [2005] No. 120), the Listing Rules of Shenzhen Stock Exchange gem and other relevant provisions of the CSRC, we have carefully and responsibly verified the external guarantees of the company in 2021, The independent opinions are as follows:
1. As of the end of the reporting period, the company’s external guarantee balance (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) was RMB 10000.
2. As of the end of the reporting period, the company’s external guarantee balance (including the guarantee provided for subsidiaries within the scope of consolidated statements) was RMB 157443500, accounting for 101.29% of the net assets attributable to shareholders of Listed Companies in the latest audit.
The guaranteed object of this guarantee is the holding subsidiary Shanghai gangyin e-commerce Co., Ltd., and the guarantee type is joint and several liability guarantee.
3. The company can implement the decision-making procedures of external guarantee and fulfill the obligation of information disclosure of external guarantee in strict accordance with the provisions of relevant laws, regulations and company systems.
4. There is no overdue guarantee in the company, and there is no case where the undue guarantee may bear joint and several liability for repayment.
5. The company and its holding subsidiaries do not provide guarantees for controlling shareholders, actual controllers and other related parties, any unincorporated units or individuals.
6. The company has formulated the external guarantee management system and can earnestly implement the relevant provisions. 3、 Independent opinions on the self-evaluation report of the company’s internal control
After verification, the company has established an effective internal control system in all business links of the company in strict accordance with the basic norms of enterprise internal control (CK [2008] No. 7), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the articles of association and internal control system, A sound internal control system has been basically formed. We believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. 4、 Independent opinions on related party transactions of the company in 2021
The related party transactions of the company in 2021 were conducted in an open and reasonable manner under the principle of market economy, the decision-making procedures were in line with the provisions of relevant laws and regulations, the pricing was fair, in line with the actual production and operation needs of the company, and there was no behavior damaging the interests of the company and shareholders. Related party transactions have no impact on the independence of the company, and the company’s main business will not rely on related parties. 5、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the company’s profit distribution plan for 2021 is in line with the current actual situation of the company, the notice on further implementing matters related to cash dividends of listed companies and the articles of association of the China Securities Regulatory Commission, which is conducive to the sustainable, stable and healthy development of the company. We agree with the company’s profit distribution plan for 2020 and propose to submit the plan to the 2021 annual general meeting for deliberation. 6、 Independent opinions on confirming the daily related party transactions in 2021 and the prediction of daily related party transactions in 2022. The company’s daily related party transactions in 2021 and the prediction of daily related party transactions in 2022 are required by the company’s daily business activities. The related parties have the resources and channel advantages required by the company’s production and operation, and business transactions with them are inevitable in the company’s daily operation. Related party transactions follow the principles of openness, fairness and impartiality. The price of related party transactions is determined through consultation with reference to market pricing. The pricing method is fair and reasonable, and the transaction is conducive to the production and operation of the company. When the board of directors of the company considered the proposal, the related directors avoided voting. The voting procedures comply with the provisions of laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Agree to the proposal on confirming the daily connected transactions in 2021 and the forecast of daily connected transactions in 2021. 7、 Independent opinions on Directors’ remuneration in 2021 and 2022
The remuneration plan of the company’s directors in 2021 and 2022 is in line with the actual situation of the company and the industry, relevant laws, regulations, the articles of association and other relevant provisions. We unanimously agree to the remuneration plan of the company’s directors in 20201 and 2022. 8、 Independent opinions on the remuneration scheme of senior managers in 2021 and 2022
The payment of 2021 annual salary and the formulation of 2022 annual salary plan of the company’s senior managers comply with the principle of performance appraisal, which is conducive to enhancing the incentive role of the salary system. We unanimously agree with the 2021 annual salary and 2022 annual salary plan of the company’s senior managers. 9、 Independent opinion on the company’s reappointment of the audit institution in 2022
After prior verification, we believe that Tianjian certified public accountants is an audit institution with the qualification of securities and futures related business audit, and has the experience and ability to provide audit services for listed companies. Since the company hired Tianjian accounting firm as the audit institution of the company, it has been diligent and responsible, adhered to a fair and objective attitude to conduct independent audit, and better completed all the audit work of the company. Therefore, we agree to renew the appointment of Tianjian certified public accountants as the audit institution of the company in 2022. 10、 Independent opinions on the continued hedging business of steel bank e-commerce and its subsidiaries
The company has formulated the hedging business management system, which has formulated specific operating procedures for the company’s hedging business by strengthening internal control, implementing risk prevention measures, improving operation and management level.
Steel bank e-commerce and its subsidiaries choose to use the hedging function of futures instruments to carry out hedging business, which can effectively reduce the risk of market price fluctuation, is conducive to its stable production and operation, and is in line with the interests of the company and all shareholders. We agree to this hedging business. 11、 Independent opinions on the continuation of foreign exchange hedging business by steel bank e-commerce and its subsidiaries
The company’s foreign exchange hedging business follows the prudent principle and does not carry out foreign exchange transactions for the purpose of speculation. All foreign exchange hedging businesses are based on normal production and operation, rely on specific business operations, and aim to avoid and prevent exchange rate risks. There is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders. At the same time, the company has formulated the management system of foreign exchange hedging business, improved the relevant business approval process, determined reasonable accounting principles, and the risk is controllable. The procedure of the company’s deliberation on this matter complies with relevant national laws and regulations and the relevant provisions of the articles of association. We agree that the company shall carry out foreign exchange hedging business in accordance with the provisions of relevant systems. 12、 Independent opinions on mutual loans and related party transactions between the company and its subsidiaries
The company and its subsidiaries intend to borrow from each other with their own funds and adjust the loan interest rate. The deliberation procedures comply with the provisions of relevant laws, regulations and the articles of association. This matter is conducive to improving the utilization rate of funds, and the interest rate of this loan will follow the market principle. The financial risks of the company and steel bank e-commerce, steel union information, Longzhong information and Steel Union treasure are controllable and will not damage the interests of the company and minority shareholders. Therefore, we agree to the mutual borrowing of the company and its holding subsidiaries. 13、 Independent opinions on loans from related parties and related party transactions of steel bank E-commerce
The review procedures for the borrowing of steel bank e-commerce from related parties comply with the provisions of relevant laws, regulations and the articles of association. This transaction complies with the actual requirements of steel bank e-commerce operation and is a reasonable transaction. The interest rate of this loan meets the market interest rate standard. The interest rate cost is fair and reasonable, and does not harm the interests of the company and minority shareholders. Therefore, it is agreed that ICBC e-commerce borrows from related parties. 14、 Independent opinions on loans and related party transactions from Longzhi fund by steel bank E-commerce
The review procedures for loan adjustment matters of steel bank e-commerce from Longzhi fund comply with the provisions of relevant laws, regulations and the articles of association. This transaction complies with the actual requirements of steel bank e-commerce operation and is a reasonable transaction. The interest rate of this loan meets the market interest rate standard. The interest rate cost is fair and reasonable, and does not harm the interests of the company and minority shareholders. Therefore, it is agreed that ICBC e-commerce borrows from related parties. 15、 Independent opinions on joint investment and related party transactions with related parties
The review procedures for foreign investment and establishment of subsidiaries with related parties comply with the provisions of relevant laws, regulations and the articles of association, and the related directors avoid voting. The investment is in line with the company’s development strategy and does not harm the interests of the company and non affiliated shareholders. Therefore, we unanimously agree that the company and related parties will jointly invest in the establishment of the company and related party transactions.
Independent director: Jin Yuan, Zhou Xu, Du Weiyi April 15, 2022
