Xiangli Co., Ltd
Opinions of independent directors of Xinjiang korlapear Co., Ltd
Xinjiang Korla Pear Co.Ltd(600506)
Opinions of independent directors
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 guiding opinions on the establishment of independent director system in listed companies, the articles of association and other laws, regulations and normative documents, as independent directors of the company, we are based on the principle of independent judgment, The independent opinions on the relevant proposals of the 29th meeting of the seventh board of directors are as follows:
1、 Independent opinions on the profit distribution plan for 2021
According to the audit of ZTE caiguanghua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was -359334 million yuan, and the accumulated undistributed profit of the company as of December 31, 2021 was -1632948 million yuan. We believe that the decision of the board of directors of the company not to distribute profits or convert capital reserve into share capital in 2021 is reasonable, in line with the provisions of the profit distribution policy in the articles of association and the current actual situation of the company, and there is no damage to the interests of minority shareholders. We agree with the company’s profit distribution plan for 2021 and agree that the proposal will be submitted to the general meeting of shareholders of the company for deliberation after being approved by the board of directors.
2、 Independent opinions on the 2021 internal control evaluation report
During the reporting period, the company evaluated the effectiveness of internal control design and operation in 2021. We believe that the 2021 internal control evaluation report of the company objectively and comprehensively reflects the real situation of the company’s internal control; The scope of internal control evaluation covers the company’s main businesses and matters without major omissions. We agree with the company’s 2021 annual internal control evaluation report.
3、 Independent opinions on the election of non independent directors of the eighth board of directors
After reviewing the personal resume, educational background, work experience and social relations of the candidates for non independent directors of the eighth board of directors of the company, it is not found that the nominees are not allowed to serve as directors of the company according to the company law and the articles of association, and are not determined to be prohibited from entering the market by the CSRC and have not been lifted. The nominee has the qualification and work experience of a director. The nomination and voting procedures of candidates for non independent directors comply with the relevant provisions of the company law and other laws and regulations and the articles of association. We agree that the proposal will be submitted to the general meeting of shareholders of the company for deliberation after being approved by the board of directors.
Xiangli Co., Ltd
Opinions of independent directors of Xinjiang korlapear Co., Ltd
4、 Independent opinions on the election of independent directors of the eighth board of directors
After reviewing the personal resume, educational background, work experience and social relations of the candidates for independent directors of the eighth board of directors of the company, it is not found that the nominees are not allowed to serve as independent directors of the company according to the company law and the articles of association, and there is no situation that they have been determined as prohibited from entering the market by the CSRC and have not been lifted. The nominees have the qualifications and work experience of independent directors. The nomination and voting procedures of independent director candidates this time comply with the relevant provisions of the company law and other laws and regulations and the articles of association. We agree that the proposal will be submitted to the general meeting of shareholders of the company for deliberation after being approved by the board of directors.
5、 Independent opinions on the company’s application for comprehensive bank credit line and provision of guarantee in 2022. After review, we believe that the company’s application for comprehensive credit line is to meet the daily operation and business development needs of the company and its subsidiaries, broaden financing channels and reduce financing costs, which is in line with the overall interests of the company and does not have a significant impact on the normal operation of the company, There is no violation of the relevant provisions of the company law and the articles of association. This year’s credit granting is fair and reasonable, without harming the interests of the company and shareholders.
6、 Independent opinions on external guarantees
After checking the external guarantee of the company in 2021, the guarantee contents and review procedures provided by the company and its holding subsidiaries in 2021 comply with the provisions of relevant laws and regulations and the articles of association, and have fulfilled the corresponding information disclosure procedures. During the reporting period, the guarantee provided by the company to the holding subsidiary is to meet the capital needs of daily operation and business development, which is in line with the overall interests of the company and does not damage the interests of shareholders, especially small and medium-sized shareholders.
Signature of independent director:
Li Gang, Li Jiang, Li Shengli
April 19, 2002
