Hbis Company Limited(000709) independent director
Independent opinions on relevant matters of the 25th session of the 4th board of directors
As an independent director, we attended the 25th meeting of the 4th board of directors held by Hbis Company Limited(000709) on April 20, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies and the articles of association of the CSRC and other relevant provisions, and based on the position of independent judgment, we express the following independent opinions on the relevant matters considered at this meeting:
1、 Profit plan for 2021
The company’s profit distribution plan for 2021 complies with the provisions of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the profit distribution policy stipulated in the articles of association and the current actual operating conditions of the company, and there is no situation that damages the interests of the company’s shareholders, especially the public shareholders, Agree to the 2021 profit distribution plan prepared by the board of directors and submit the plan to the general meeting of shareholders for deliberation.
2、 Special instructions and independent opinions on illegal fund occupation and external guarantee of the company
According to the relevant requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) issued by the China Securities Regulatory Commission, we have carefully verified the occupation of funds and external guarantee of related parties of the company, and our independent opinions are as follows:
During the reporting period, there was no non operational occupation of the company’s funds and other illegal funds by the controlling shareholders and other related parties, and there was no violation of the requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies. During the reporting period, the company did not provide guarantee for companies outside the scope of consolidated statements.
3、 Self evaluation report on internal control in 2021
The company’s existing internal control system complies with relevant national laws and regulations and the requirements of securities regulatory authorities. The implementation is effective without major defects, and there are no major deviations or abnormalities in the actual implementation. The company’s self-evaluation report on internal control in 2021 can comprehensively, objectively and truly reflect the actual situation of the construction and operation of the company’s internal control system.
4、 2021 annual risk assessment report of Hegang group finance company
After reviewing the 2021 risk assessment report of the financial company of Hegang group and the relevant licenses and financial statements of the financial company provided by the company, we believe that the financial company has a legal and effective financial license and business license of enterprise legal person, has established a complete and reasonable internal control system, and can better control risks. We have not found any major defects in the risk control system related to the preparation of accounting statements; In 2021, the financial company operated in strict accordance with the provisions of the measures for the administration of enterprise group financial companies issued by the CBRC. All regulatory indicators met the requirements of Article 34 of the measures, and there was no violation of the provisions.
5、 Proposal on renewing the financial service agreement with the finance company of Hegang group
The matters agreed in the financial service agreement signed between the company and the finance company of Hegang group are fair and reasonable, the content is legal and effective, and there is no violation of the current effective laws, regulations and normative documents and damage to the interests of the company and its shareholders, especially the public shareholders. When the board of directors of the company deliberated on the proposal, the related directors avoided voting, and the voting procedures were in line with the provisions of relevant laws, regulations and the articles of association.
6、 Proposal on reappointment of 2022 audit institution
ZTE caiguanghua certified public accountants has sufficient independence, professional competence and investor protection ability. It has served as the company’s financial audit and internal control audit institution for many consecutive years. The company continues to hire ZTE caiguanghua certified public accountants as the audit institution in 2022, which is conducive to ensuring the quality of the company’s audit work and protecting the interests of listed companies and other shareholders, especially the interests of public shareholders.
7、 Proposal on the change of the board of directors of the company
The nomination procedures of the candidates for the 5th board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association. The qualifications of the candidates for directors comply with the company law, the stock listing rules of the Shenzhen Stock Exchange, the standardized operation of listed companies, the articles of Association and other relevant provisions. They have not been punished by the CSRC and other relevant departments and the stock exchange, and there is no case of dishonesty and execution, Have the necessary working experience to perform the duties of directors, and agree that Wang Lanyu, Xu Bin, Xie Haishen, Deng Jianjun, Geng Litang and Chang Guangshen are candidates for non independent directors of the Fifth Board of directors of the company; Zhang Yuzhu, Cang Daqiang, Gao Dongzhang and Mary are approved as candidates for independent directors of the Fifth Board of directors of the company.
Independent director: Zhang Yuzhu, Cang Daqiang, Gao Dongzhang, Mary
April 20, 2022
