Guangdong Baolihua New Energy Stock Co.Ltd(000690) independent director
Independent opinions on matters related to the fifth meeting of the ninth board of directors
In accordance with the relevant provisions of China Securities Regulatory Commission, Guangdong securities regulatory bureau and Shenzhen Stock Exchange, as independent directors of the company, we reviewed the proposals submitted to the fifth meeting of the ninth board of directors for deliberation in a pragmatic manner, consulted relevant materials and inquired about relevant situations, listened to the introduction of relevant members of the board of directors, and expressed independent opinions on the relevant matters submitted to the board of directors for deliberation after full discussion as follows:
1、 Independent opinions on the self-evaluation report of the company's internal control in 2021
From January 1, 2021 to December 31, 2021, the company's internal control system is basically sound and well implemented. 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 system has legitimacy, rationality and effectiveness, and has established a relatively complete risk assessment system. The company's internal control is effective. The self-evaluation report of the company's internal control in 2021 truly and objectively reflects the actual situation of the current construction of the company's internal control system, the implementation and supervision of the internal control system. 2、 Independent opinions on the company's securities investment in 2021
In 2021, the company strictly implemented the relevant securities investment regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, as well as the relevant requirements of the company's articles of association, investment management system and commodity futures hedging business management system. Within the scope of authorization of the general meeting of shareholders, the company invested in securities under the supervision of the board of supervisors and the audit committee, so as to make rational use of the company's funds and create value for shareholders to the greatest extent, There was no violation of relevant laws and regulations.
During the reporting period, the profit and loss of securities investment was -2206825449 yuan. At the end of the reporting period, the investments held by the company were stocks and derivatives trading.
3、 Independent opinions on the company's profit distribution plan in 2021
The 2021 profit distribution plan of the company complies with the provisions of relevant laws and regulations on cash dividends, which not only reflects the reasonable investment return of the company to investors, but also takes into account the reasonable needs of the company's future development. There is no damage to the interests of the company and shareholders, and there is no damage to small and medium-sized investors.
4、 Independent opinion on reappointment of the company's auditor in 2022
In view of the independent and professional audit ability of Dahua Certified Public Accountants (special general partnership), the procedure of the company's proposed renewal of Dahua Certified Public Accountants (special general partnership) complies with the provisions of relevant laws and regulations, normative documents and the articles of association, we agree to continue the renewal of Ren Dahua Certified Public Accountants (special general partnership) as the company's financial report audit and internal control audit in 2022.
5、 Independent opinions on the occupation of funds by related parties of the company in 2021
During the reporting period, there was no abnormal occupation of the company's funds by controlling shareholders and other related parties. 6、 Independent opinions on the company's external guarantee in 2021
In 2021, Guangdong Baolihua New Energy Stock Co.Ltd(000690) strictly implemented the relevant provisions of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) of the China Securities Regulatory Commission, strictly implemented the company's external guarantee system, and prudently treated and strictly controlled the debt risk generated by external guarantee.
We have focused on the following provisions:
1. Any guarantee provided after the total external guarantee of the listed company and its holding subsidiaries exceeds 50% of the latest audited net assets;
2. Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
3. The guarantee amount of the company within one year exceeds 30% of the company's latest audited total assets;
4. Guarantee provided for guarantee objects with asset liability ratio exceeding 70%;
5. The amount of a single guarantee exceeds 10% of the latest audited net assets;
6. Guarantee provided to shareholders, actual controllers and their related parties.
According to the above provisions, after careful verification, during the reporting period, the company did not have any other external guarantee except for the guarantee of its subsidiaries and the strict implementation of the guarantee approval and authorization procedures.
7、 Independent opinions on carrying out forward foreign exchange settlement and sales business
In accordance with the guidance on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the guidelines for self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board issued by Shenzhen Stock Exchange, the stock listing rules and the articles of association of the company, we, as independent directors of the company, After reviewing the proposal on carrying out long-term foreign exchange settlement and sales business and business feasibility analysis submitted to the fifth meeting of the ninth board of directors of the company for deliberation, consulting relevant materials and asking about relevant information, and after full discussion, the independent opinions on this matter are as follows:
1. On the basis of ensuring normal operation and capital safety, the decision-making and approval procedures for the company's long-term foreign exchange settlement and sales business comply with relevant laws, regulations and normative documents, and are legal and compliant.
2. The company (including subsidiaries within the scope of consolidated statements) plans to appropriately carry out forward foreign exchange settlement and sales business, which meets the production and operation needs of the company and is conducive to reducing the risk of exchange rate fluctuation and improving financial stability.
3. The company has formulated the management system of long-term foreign exchange settlement and sales business, which has made clear provisions on the organization, operation process, risk control and information isolation of long-term foreign exchange settlement and sales business, which is conducive to strengthening the risk management and control of long-term foreign exchange settlement and sales business.
4. The company's commodity futures hedging business is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree with the company to carry out forward foreign exchange settlement and sales business.
independent director:
Liu Dacheng, Jonathan Jun Yan, Wu Shinong
April 15, 2002
