Haining China Leather Market Co.Ltd(002344)
Independent opinions of independent directors on relevant matters of the company
According to the rules for independent directors of listed companies, the guidelines for internal audit of companies listed on the SME board, the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) As an independent director of Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as “the company”), we reviewed the relevant proposals of the 10th meeting of the 5th board of directors based on independent and objective judgment, The independent opinions are as follows:
1、 Independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties
In accordance with the requirements of the company law, the securities law, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 20), as an independent director of the company, we are in a serious, responsible and realistic attitude, based on the principles of objectivity, fairness and impartiality, In 2021, the company carefully checked and supervised the funds occupied by the holding shareholders and other related parties:
1. During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period.
2. As of December 31, 2021, Haining China Leather City Investment Co., Ltd., a wholly-owned subsidiary of the company, provided guarantee for Chengdu Hongxiang Laiyun Sports Industry Co., Ltd. the actual amount incurred was RMB, and the guarantee balance was RMB, accounting for 0.00% of the company’s latest audited net assets. Chengdu Hongxiang Laiyun Sports Industry Co., Ltd. is a joint-stock company subordinate to Haining China Leather City Investment Co., Ltd., a wholly-owned subsidiary of the company. It meets the needs of the company’s normal production and operation, and performs the review procedures in strict accordance with relevant laws and regulations and the articles of association. At present, the above-mentioned company has good production, operation and financial conditions, and the possibility of undertaking guarantee liability is very small.
In addition, during the reporting period, there was no guarantee provided for the company’s shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries, other related parties of the company, any unincorporated units or individuals.
2、 Independent opinions on the deposit and use of the company’s raised funds in 2021
After verification, the preparation of the special report on the annual storage and use of raised funds of the company complies with the provisions of relevant laws and regulations, truly and objectively reflects the storage and use of raised funds of the company in 2021, and the storage and use of raised funds of the company in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds. 3、 Independent opinion on self-evaluation report of internal control in 2021
In accordance with the relevant provisions of relevant rules and regulations such as the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on the annual internal control evaluation report (formulated in 2014), as an independent director of the company, I express the following independent opinions on the self-evaluation report of the company’s internal control in 2021:
After verification, the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws, administrative regulations and departmental rules. The internal control has legitimacy, rationality and effectiveness, and has established a relatively complete risk assessment system. The company’s corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control systems, and the possible internal and external risks in each link are reasonably controlled, and the predetermined objectives of the company’s activities are basically achieved. Therefore, the company’s internal control is effective. We believe that the self-evaluation report on internal control prepared by the company in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
4、 Independent opinions on the company’s profit distribution plan in 2021
According to the relevant provisions of the rules for independent directors of listed companies, the guidelines for internal audit of companies listed on the SME board, the working system of independent directors and other relevant rules and regulations, as an independent director of the company, after carefully reviewing the company’s profit distribution plan for 2021, we believe that:
The profit distribution plan follows the profit distribution policy stipulated in the articles of association, complies with the provisions and requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, takes full account of the return to investors, conforms to the actual situation of the company, does not damage the interests of shareholders, especially small and medium-sized shareholders, and is conducive to the sustainable, stable and healthy development of the company. Agree with the company’s plan on profit distribution in 2021.
5、 Independent opinions on the renewal of Tianjian certified public accountants as the audit institution of the company
After examination, Tianjian certified public accountants has the qualification of securities industry and has the experience and ability to provide audit services for listed companies for many years. In the process of cooperation with the company in the past, it has provided high-quality audit services for the company, which has played a positive and constructive role in standardizing the company’s financial operation. The company’s employment of Tianjian certified public accountants is conducive to ensuring the continuity of the company’s audit business. All independent directors approved in advance and agreed that Tianjian certified public accountants will be reappointed as the company’s audit institution in 2022.
6、 Independent opinions on continuing to use self owned funds for investment and financial management
In accordance with the rules for independent directors of listed companies issued by China Securities Regulatory Commission, the rules for the listing of stocks issued by Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies, the detailed rules for the work of independent directors of the company and the articles of association and other relevant provisions, as an independent director of the company, he carefully considered the investment and financial management matters of the company, and conducted necessary audits on the operation, financial status and internal control system of the company. At the same time, after carefully investigating the operation mode, fund management, internal control and other control measures of the company’s investment and financial management matters, it is considered that:
At present, the company is in good operation, stable financial condition and abundant self owned funds. On the premise of ensuring liquidity and capital safety, the company continues to use its own funds for investment and financial management, which is conducive to improving the use efficiency of the company’s self owned funds and increasing the income of the company’s self owned funds on the premise of risk control, without adverse impact on the company’s business activities, in line with the interests of the company and without damaging the company and all shareholders, Especially the interests of minority shareholders. The decision-making procedure of this matter is legal and compliant. The board of directors of the company has formulated practical and effective internal control measures and systems, and the safety of funds can be guaranteed. It is agreed that the company will continue to use idle self owned funds for investment and financial management.
7、 Independent opinions on providing guarantee for the rehabilitation hospital of the holding subsidiary
Haining China Leather Market Co.Ltd(002344) rehabilitation hospital Co., Ltd. is a holding subsidiary of the company. Its operation and financial situation are getting better and better, and it has better space for future development.
The decision-making procedure of this guarantee complies with relevant laws, regulations and the articles of association. The company has fulfilled the corresponding procedures for the guarantee of its holding subsidiaries, and there is no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, the company unanimously agrees to the guarantee.
8、 Independent opinions on providing guarantee and financial assistance for the holding subsidiary Chuangjia company
Chuangjia financial leasing (Zhejiang) Co., Ltd. is a holding subsidiary of Haining leather fashion town investment and Development Co., Ltd., a holding subsidiary of the company. It is in good operating and financial condition and has good solvency. The guarantee and financial assistance are mainly used for its own business development, which is conducive to raising funds, promoting the smooth development of follow-up business and improving its own business ability. It is the need of the company’s own business development and in line with the overall interests of the company. The decision-making procedure of this guarantee and financial assistance complies with the provisions of relevant laws, regulations and the articles of association, performs the corresponding procedures, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to this guarantee and financial assistance.
9、 Independent opinions on financial assistance provided by wholly-owned subsidiaries to their joint-stock companies
This time, Wuhan Haichao Haining Leather City Co., Ltd., a wholly-owned subsidiary of the company, provided financial assistance to its joint-stock company Wuhan Huining Business Management Co., Ltd., mainly to meet the needs of working capital for project development of Wuhan Huining Business Management Co., Ltd., promote the smooth development of follow-up projects and improve its own operating ability. It is the need of business development of the company and in line with the relevant provisions of the company law and the articles of association. In addition, other shareholders of Wuhan Huining Business Management Co., Ltd. provide financial assistance to it in the same proportion of their shares. The financial assistance has fulfilled the corresponding procedures, the risk is within the controllable range, and there is no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the financial assistance.
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(there is no text on this page, which is the signature page of the independent opinions of the company’s independent directors on relevant matters of the company)
independent director:
Cong peiguo
Bao Ping Wang
Da Jun Yang
April 14, 2022
