Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Independent directors’ opinions on the 37th meeting of the ninth board of directors
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies, the guidelines for the performance of duties of independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) company, we, as independent directors of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as ” Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) ” or “the company”), reviewed the proposals and relevant materials considered at the 37th meeting of the ninth board of directors of the company. In accordance with relevant regulations and based on our objective and independent judgment, we hereby express the following independent opinions on relevant matters:
1、 Independent opinions on 6 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 021 annual internal control evaluation report:
The content and form of the company’s 2021 internal control evaluation report comply with the requirements of relevant laws, regulations and normative documents, and truly and accurately reflect the construction and operation of the company’s internal control system. We believe that the company has established a relatively perfect internal control system and evaluation system, which generally meets the provisions of the basic norms of enterprise internal control, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other internal control supervision requirements, and has been implemented in business activities, meeting the requirements of effective risk control in all major decisions. The company had no major defects in internal control related to financial report and non-financial report in 2021. We agree with the internal control evaluation report of the company in 2021.
2、 Independent opinions on 6 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 021 annual profit distribution plan:
The profit distribution plan comprehensively considers the reasonable return of shareholders, combined with the actual situation and long-term development of the company, and complies with the provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association. The decision-making procedure of this profit distribution plan complies with relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and the voting procedure is legal and effective.
We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the proposal on the provision for asset impairment in 2021:
The provision for asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, and has performed the corresponding decision-making procedures. After the provision for asset impairment is made, the company’s financial statements can more fairly reflect the company’s financial situation and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and there is no damage to the interests of the company and all shareholders. We agree to withdraw the provision for asset impairment this time.
4、 Independent opinions of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the special report on the deposit and actual use of raised funds in 2021:
After review, we believe that the contents of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) special report on the deposit and actual use of raised funds in 2021 prepared by the board of directors of the company are true, accurate and complete, and there are no false records, misleading statements or major omissions; The deposit and actual use of the funds raised by the company’s non-public offering of shares comply with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the deposit and use of the funds raised by listed companies, and there are no violations in the deposit and use of the funds raised. The company has standardized the storage and use of raised funds and fulfilled the obligation of information disclosure in accordance with relevant laws and regulations and the company’s management system. We agree to the special report on the deposit and actual use of the company’s raised funds in 2021.
5、 Independent opinions of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the proposal of applying for credit guarantee from financial institutions under the comprehensive credit line in 2022:
In 2022, the company and its subsidiaries included in the scope of merger plan to apply for comprehensive credit in financial institutions with a total amount of no more than 4 billion yuan (including 4 billion yuan) and a total guarantee amount of no more than 2.5 billion yuan, which will help further promote the sustainable and stable development of the company, meet the overall interests of the company and the actual needs of the company’s operation and development, and the decision-making procedures comply with the provisions of relevant laws and regulations, which is conducive to the development of the company’s business. The deliberation and voting procedures of the board of directors shall comply with the articles of association and other relevant provisions.
We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the proposal on daily connected transactions expected in 2022:
The daily related party transactions of the company are conducted on the basis of full consultation between related parties, the procedures are legal and effective, and the transaction behavior is true and reasonable. The daily related party transactions of the company in 2021 were carried out on the basis of equality and mutual benefit without harming the interests of the company and shareholders. The forecast of the company’s daily related party transactions in 2022 is based on the daily related party transaction data in 2021 and the business plan in 2022, which is in line with the actual situation of the company, and the approval procedures comply with relevant regulations.
We agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) the proposal on accounting policy change:
The change of the company’s accounting policy is a reasonable change and adjustment in accordance with the accounting standards for Business Enterprises No. 14 – revenue and the question and answer for the implementation of the accounting standards for business enterprises issued by the Ministry of finance, which is in line with the provisions of relevant laws, regulations and the articles of association, in line with the overall interests of the company and shareholders, and there is no damage to the interests of the company and shareholders. We agree to the change of accounting policy.
8、 Independent opinions of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the proposal of Xiamen lisui investment partnership (limited partnership) to change partners and related party transactions:
We believe that the deliberation procedures of the board of directors of the company comply with relevant laws, regulations and normative documents, as well as the provisions of the articles of association and Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) connected transaction management system. During the deliberation process, the connected directors have avoided voting. This connected transaction meets the requirements of relevant national laws and regulations, meets the development needs of the company, does not violate the principles of fairness, openness and impartiality, and does not damage the interests of the company and other shareholders, especially non connected shareholders. We agree to this connected transaction.
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(there is no text on this page, which is only the signature page of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) independent directors’ independent opinions on matters related to the 37th meeting of the ninth board of directors) independent directors:
Li Zhongjun, Wang Hongliang, Li Junhua
April 15, 2022
