Shanxi Huayang New Materialco.Ltd(600281) independent directors
On the external guarantee of the company in 2021
Special instructions and independent opinions
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange, the governance standards of listed companies, the articles of association, the working system of independent directors of the company, and the No. 8 guidance on the supervision of listed companies - regulatory requirements for capital exchanges and external guarantees of listed companies, We have carefully checked the company's guarantee and the use of funds by the controlling shareholders and their related parties, and reviewed the special instructions on the occupation of non operating funds and other related capital transactions issued by ZTE caiguanghua Certified Public Accountants (special general partnership). On the basis of it, we hereby express the following independent opinions:
1、 Information on capital transactions of related parties
The company has no controlling shareholders, actual controllers and other related parties occupying the company's funds. The daily related party transaction procedures and capital transactions between the company and related parties are legal and compliant, the pricing is fair and reasonable, and there is no damage to the interests of the company and all shareholders.
2、 Special description of external guarantee
As of the end of this year, except for the guarantee provided by the company for its wholly-owned subsidiary, the company did not provide guarantee for shareholders, actual controllers and their related parties, nor did it provide guarantee for any other units and individuals. As of the end of this year, the actual guarantee amount of the company to the wholly-owned subsidiary was 134 million yuan, accounting for 27.80% of the company's audited net assets at the end of this year. The company has no overdue guarantee.
We believe that the company's guarantee for wholly-owned subsidiaries in 2021 is to meet the capital needs of the daily operation and development of its subsidiaries. The guarantee risk is controllable and there is no overdue guarantee, which is conducive to promoting the development of the company's main business and in line with the overall interests of the company; The relevant decision-making procedures comply with the relevant provisions of relevant laws, administrative regulations and the articles of association, and timely and fully perform the obligation of disclosure, without damaging the interests of shareholders, especially small and medium-sized shareholders.
Independent director: Tian Wang, Lin Yang Zhijun, Ji Junhui April 18, 2022
