Zhejiang Founder Motor Co.Ltd(002196)
Independent opinions of independent directors on relevant matters of the company in 2021
1、 Independent opinions on the special report on the deposit and use of raised funds in 2021
As an independent director of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”), I hereby express the following opinions on the special report of the board of directors on the deposit and use of the company’s 2021 raised funds in accordance with the relevant rules and regulations such as the rules for independent directors of listed companies, the guidelines for internal audit of companies listed on the SME board and the working system of independent directors:
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the 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.
2、 Independent opinion on self-evaluation report of internal control in 2021
As an independent director of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”), we have carefully reviewed the self-evaluation report of the board of directors on internal control in 2021 in accordance with the relevant rules and regulations such as the guiding opinions on the establishment of independent director system in listed companies, the guidelines on internal audit of companies listed on the SME board and the working system of independent directors, We hereby express the following audit opinions on the internal control of the company:
The company’s existing corporate governance structure and internal control system are relatively sound, which can effectively prevent various business risks and meet the relevant laws, administrative regulations, departmental rules and normative documents as well as the actual needs of the company’s operation. The self-evaluation report of the board of directors on internal control in 2021 truly reflects the construction and operation of the company’s internal control system and objectively reflects the effectiveness of the company’s internal control.
3、 Special instructions and independent opinions on the occupation of funds and external guarantee of related parties of the company
As an independent director of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”), in accordance with the requirements of 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) and the Listing Rules of shares of Shenzhen Stock Exchange, In the attitude of being responsible to the company and all shareholders, the company carefully checked the capital transactions and external guarantees between the company and related parties, and the verification results are as follows:
1. During the reporting period, the capital transactions between the company and the controlling shareholders and other related parties were in strict accordance with relevant regulations, and there was no case that the controlling shareholders and other related parties occupied the funds of the listed company.
2. During the reporting period, the specific conditions of the company’s external guarantee are as follows: unit: (10000 yuan)
External guarantees of the company and its subsidiaries (excluding guarantees to subsidiaries)
Counter pledge of guarantee amount
Whether the guarantee amount of the guarantee object is actually issued and whether the guarantee of the actual guaranteed collateral is performed or not is the name announcement Phi birthday period guarantee amount type (if any) situation the date of the completion of the guarantee period and the disclosure date of the related party (if guaranteed)
External guarantees approved during the reporting period
Total guarantee amount (A1) total inter company amount (A2)
The actual external liabilities at the end of the reporting period that have been approved at the end of the reporting period
Total external guarantee limit (A3) total guarantee balance (A4)
Guarantee of the company to its subsidiaries
Counter pledge of guarantee amount
Whether the guarantee amount of the guarantee object is actually issued and whether the guarantee of the actual guaranteed collateral is performed or not is the name announcement Phi birthday period guarantee amount type (if any) situation the date of the completion of the guarantee period and the disclosure date of the related party (if guaranteed)
Shenzhen gaokerun Electronics Co., Ltd., Zhejiang
Founder (Lake) 2019 joint liability
North) automobile November 2650000 November 26392636 none none five years no
Parts are guaranteed daily
Shanghai Haineng Automotive Electronics Co., Ltd
Joint and several liability of Shenzhen Gao in 2021
Kerun electronics November 2425000 November 243405 guaranteed housing for one year no no no
Limited company day
Review and approve the subsidiary bulletin during the reporting period and bear the responsibility for the subsidiary during the reporting period
The total guarantee amount of the company (B1) is 75000, and the actual amount of guarantee is 4266862
Actual to subsidiaries approved at the end of the reporting period
The total guarantee amount of subsidiaries is 75000, and the total inter guarantee balance (B4) is 4266862 (B3)
Guarantee from subsidiaries to subsidiaries
Counter pledge of guarantee amount
Whether the guarantee amount of the guarantee object is actually issued and whether the guarantee of the actual guaranteed collateral is performed or not is the name announcement Phi birthday period guarantee amount type (if any) situation the date of the completion of the guarantee period and the disclosure date of the related party (if guaranteed)
Review and approve the subsidiary bulletin during the reporting period and bear the responsibility for the subsidiary during the reporting period
Total guarantee amount of the company (C1) total actual amount of guarantee
（C2）
Actual to subsidiaries approved at the end of the reporting period
Total guarantee amount of subsidiaries and total inter company guarantee balance (C4)
(C3) total amount of company guarantee (i.e. the total of the first three items)
Total amount of approved guarantee limit in the reporting period actual guarantee issued in the reporting period
(a1 + B1 + C1) 75000 students total 4266862 (A2 + B2 + C2)
Approved guarantee limit at the end of the reporting period actual guarantee balance at the end of the reporting period
Total (A3 + B3 + C3) 75000 Total (A4 + B4 + C4) 4266862
The total amount of actual guarantee (i.e. A4 + B4 + C4) accounts for 28.54% of the company’s net assets, including the remaining amount of guarantee provided for shareholders, actual controllers and their related parties
Amount (d) 0
Debt guarantee balance directly or indirectly provided for the guaranteed 0 object with asset liability ratio exceeding 70% (E)
Amount of the total amount of guarantee exceeding 50% of net assets (f) 0
The total amount of the above three guarantees (D + e + F) 0
For the unexpired guarantee contract, the guarantee liability has occurred during the reporting period
Or if there is evidence that it is possible to bear joint and several liability for repayment, there is no explanation (if any)
Description of providing external guarantee in violation of specified procedures (if any) no
The above guarantee matters have been subject to the approval procedures as required.
3. By the end of the reporting period, the guarantee balance provided by the company for wholly-owned subsidiaries was 426686200 yuan. No guarantee has been provided for the controlling shareholders, actual controllers, other related parties holding less than 50% of the company, any legal entity, unincorporated entity or individual, and no external guarantee occurred in the previous period but continued to the reporting period
There is no guarantee that is contrary to the document No. [2005] 120 of the CSRC.
4. The guaranteed parties of the company operate well and have strong solvency. The financial risk of providing guarantee for them is within the scope of the company’s control. At present, there is no indication that the company will bear the guarantee liability due to the default of the guaranteed party’s debt.
5. Each of the above guarantees of the company strictly abides by relevant laws, administrative regulations, the articles of association, the company’s external guarantee management system and other relevant provisions, and has performed the corresponding decision-making and approval procedures in advance.
4、 Independent opinion on reappointment of 2022 financial audit institution
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies and the articles of association of the CSRC, as the independent director of Zhejiang Founder Motor Co.Ltd(002196) the company, we express the following independent opinions on the proposal on renewing the appointment of Zhitong accounting firm as the company’s audit institution in 2022 deliberated at the 16th meeting of the seventh board of directors of the company:
1. The company renewed the appointment of Zhitong certified public accountants Co., Ltd. as the company’s audit institution, and the employment procedures were in accordance with the articles of association and the regulations on shares of listed companies
