Beingmate Co.Ltd(002570) independent director
On relevant matters of the 13th meeting of the 8th board of directors of the company
separate opinion
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws and regulations, normative documents and the Beingmate Co.Ltd(002570) articles of association, As an independent director of Beingmate Co.Ltd(002570) (hereinafter referred to as "the company"), we have carefully reviewed the proposals considered at the 13th meeting of the eighth board of directors of the company based on the principle of seeking truth from facts, being serious and responsible, fairness, impartiality and good faith, and based on the position of independent judgment, and express independent opinions as follows:
1. Proposal on guarantee provided by the company for subsidiaries
In 2022, the company provided joint and several liability guarantee of no more than RMB 1.55 billion for seven subsidiaries in order to meet the needs of daily operation and development of subsidiaries, have no adverse impact on the production and operation of the company, and meet the overall operation and development objectives of the company. The company has fulfilled the necessary review procedures in accordance with relevant laws and regulations, the articles of association and other systems, and there is no violation of guarantee and no damage to the interests of the company and all shareholders, especially minority shareholders. We unanimously agree to the proposal and agree that the board of directors will submit the proposal to the general meeting of shareholders for review.
2. Proposal on daily connected transactions in 2022
We have reviewed the forecast of the company's daily related party transactions in 2022 and believe that the related party transactions between the company and related parties follow the market transaction principle of "openness, fairness and impartiality" and the pricing principle of related party transactions. The predicted amount of related party transactions of the company in 2022 increased significantly compared with the amount of related party transactions in 2021, mainly due to (1) according to the company's business strategy in 2022, the company needs more mother and baby products to cooperate with the company's main product sales and customer expansion, so as to improve the sales performance. The baby and child products produced by Hangzhou binmeite Industrial Co., Ltd. meet the needs of the company's business development; (2) Beingmate Co.Ltd(002570) Group Co., Ltd. (hereinafter referred to as Beingmate Co.Ltd(002570) group) has stronger bargaining power and procurement experience than the company in global resource procurement. Some raw materials of the company will be purchased through Beingmate Co.Ltd(002570) group. We will urge the company to strictly follow the procurement process in the related procurement process this year to ensure fair and impartial transactions. When the board of directors of the company voted on this proposal, the related directors withdrew from voting in accordance with relevant regulations. The decision-making procedure met the relevant requirements of laws and regulations and did not harm the interests of the company and all shareholders, especially minority shareholders. We unanimously agreed to the proposal and agreed that the board of directors submitted the proposal to the general meeting of shareholders of the company for deliberation, and the related shareholders should withdraw from voting.
3. Proposal on by election of independent directors of the company
Through careful examination of the educational background, work experience and other relevant materials of the candidates for independent directors, we believe that Mr. Hu Junhui's qualifications meet the conditions for serving as an independent director of the company, has the ability to perform relevant duties, meets the requirements for performing relevant duties, and does not exist in the company law Those who are not allowed to serve as directors of the company as stipulated in the articles of association and other laws and regulations have not been subject to administrative punishment by the CSRC and other relevant departments and public condemnation or criticism by the Shenzhen Stock Exchange. There is no situation that the CSRC has determined that they are prohibited from entering the market and have not been lifted. They are not dishonest Executees.
The nomination procedures of relevant directors and the decision-making procedures of the board of directors comply with the company law, the articles of association and other relevant provisions, which are legal and effective. In conclusion, we unanimously agree to nominate Mr. Hu Junhui as the candidate for independent director of the eighth board of directors of the company, and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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(there is no text on this page, which is the signature page of Beingmate Co.Ltd(002570) independent directors' independent opinions on matters related to the 13th meeting of the eighth board of directors of the company)
Independent director: Wang Xiangyao
Ni Jianlin
High strength
January 10, 2022
