Bohai Automotive Systems Co.Ltd(600960) independent directors
Independent opinions on matters related to the 10th meeting of the 8th board of directors
As an independent director of Bohai Automotive Systems Co.Ltd(600960) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange (revised in 2022) and Bohai Automotive Systems Co.Ltd(600960) articles of association of China Securities Regulatory Commission, I hereby express my opinions on the relevant matters of the company as follows:
1、 Opinions of independent directors on the use of raised funds in 2021
After reviewing the company’s special report on the deposit and use of raised funds in 2021, we issued an independent opinion that during the reporting period, the deposit and use of raised funds of the company complied with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there were no violations of the deposit and use of raised funds.
2、 Opinions of independent directors on 2021 profit distribution plan
In 2021, due to performance losses, the company plans not to make profit distribution or convert capital reserve into share capital, which is in line with the actual situation and future development needs of the company, conducive to the sustainable, stable and healthy development of the company, and in line with the provisions of relevant laws, regulations, normative documents and the articles of association. The profit distribution plan for 2021 has fulfilled the necessary review procedures, and there is no case that damages the interests of minority shareholders. In conclusion, we agree to the profit distribution plan for 2021 and agree to submit it to the general meeting of shareholders for deliberation.
3、 Opinions of independent directors on the internal control evaluation report in 2021
After reviewing the internal control evaluation report in 2021 and checking the relevant conditions, we expressed our independent opinion that the company has established a perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system, and the company’s internal control is effective.
4、 Prior approval opinions on re employment of financial and internal control audit institutions in 2022
Zhongxinghua Certified Public Accountants (special general partnership) has rich audit experience in listed companies. During many years as the company’s audit institution, its accountants performing audit business can abide by the basic principles of professional ethics, carry out audit work in strict accordance with the provisions of the audit standards for Chinese certified public accountants, and adhere to reflecting the company’s financial status, operating results and internal control fairly and objectively. Agree to submit relevant proposals to the 10th meeting of the 8th board of directors of the company for deliberation.
5、 Independent opinion on re employment of financial and internal control audit institutions in 2022
After reviewing the company’s proposal on hiring financial audit institutions and internal control audit institutions in 2022, we expressed our independent opinion that zhongxinghua Certified Public Accountants (special general partnership) has securities qualification, has rich experience in audit work of listed companies, adheres to the principle of independent audit in the process of practice, and the financial reports issued can be accurate, true and reliable Objectively reflect the company’s financial situation and operating results. We believe that the renewal of zhongxinghua Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 is in line with the interests of the company and shareholders, and the deliberation and voting of the board of directors is legal and effective. Therefore, we agree to the proposal on hiring financial audit institutions and internal control audit institutions in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Special instructions and independent opinions on the capital transactions between the company and related parties, the company’s accumulated and current external guarantees
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by China Securities Regulatory Commission and the stock listing rules of Shanghai Stock Exchange (revised in 2022), as an independent director of the company, we have carefully verified the capital transactions and external guarantees between the company and related parties in an attitude of being responsible to the company and all investors, And issued special instructions and independent opinions as follows:
1. In 2021, there was no occupation of the company’s funds by the company’s controlling shareholders and their subsidiaries, and there was no illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021. 2. In 2021, the company did not provide guarantees to affiliated enterprises and individuals; As of December 31, 2021, the balance of guarantees provided by the company to subsidiaries is 30 million euros and 7.65 million yuan, and the balance of guarantees provided by subsidiaries to the company is 0 million yuan.
We believe that the company’s external guarantee strictly abides by relevant laws, regulations and the relevant provisions of the articles of association, the guarantee performance procedures are legal and compliant, and the relevant information disclosure obligations are performed in a timely manner. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. In addition to the above guarantees, the company and its subsidiaries have no external guarantees or overdue guarantees.
7、 Prior approval opinions on daily connected transactions expected to occur in 2022
1. The company has communicated with us in advance about the above daily related party transactions, and we have listened to the reports of relevant personnel and reviewed relevant materials;
2. We believe that the company’s prediction of daily connected transactions in 2022 is in line with the actual situation of the company. The transaction price is reasonable and fair, which is necessary for the company’s production and operation, in line with the interests of the company and all shareholders, and does not damage the interests of minority shareholders and the company;
3. We agree to submit the above matters to the 10th meeting of the 8th board of directors of the company for deliberation.
8、 Independent opinions on daily connected transactions expected to occur in 2022
After reviewing the company’s proposal on the expected daily connected transactions in 2022, our independent opinions are as follows:
The prediction of the company’s daily connected transactions in 2022 is in line with the actual situation of the company. The transaction price is reasonable and fair, which is necessary for the company’s production and operation. During the deliberation, the connected directors avoided voting, and the decision-making procedures comply with relevant regulations, which will not have an adverse impact on the company and shareholders, especially small and medium-sized shareholders.
In conclusion, it is agreed that the daily related party transactions are expected to occur in 2022.
9、 Prior approval opinions on signing financial service agreements and related party transactions
The deposit, credit, settlement and other financial services between the company and BAIC Group Finance Co., Ltd. are the objective needs of the company’s normal business activities, follow the principles of fairness and fairness, the transaction price is fair, and there is no damage to the interests of the company and minority shareholders. We recognize this related party transaction and agree to submit the proposal on signing the financial service agreement to the board of directors for deliberation, And related directors should avoid voting.
10、 Independent opinions on signing financial service agreements and related party transactions
BAIC Group Finance Co., Ltd. is a non bank financial institution approved by the CBRC. Its provision of deposits, credit, settlement and other financial services for the company within its business scope complies with the provisions of relevant national laws and regulations.
This connected transaction is the objective need of the company’s normal business activities, follows the principles of fairness and fairness, the transaction price is fair, and there is no damage to the interests of the company and minority shareholders. When the board of directors of the company deliberated the proposal, the related directors avoided voting, and the deliberation and decision-making procedures complied with the relevant provisions of laws, regulations and the articles of association. We agree to the motion on signing a financial services agreement.
11、 Prior approval opinions on applying for credit and financing from financial institutions in 2022
The company’s application for comprehensive credit and financing business from BAIC Group Finance Co., Ltd. is an objective need for the company’s normal business activities. It follows the principles of fairness and fairness and does not harm the interests of the company and minority shareholders. We recognize this related party transaction and agree to submit the proposal on applying for credit and financing from financial institutions in 2022 to the board of directors for deliberation, And related directors should avoid voting.
12、 Independent opinions on applying for credit and financing from financial institutions in 2022
The company’s application for credit granting is approved by the CIRC as a non-financial institution and complies with the relevant laws and regulations of the state. This connected transaction is the objective need of the company’s normal business activities, follows the principles of fairness and fairness, and does not damage the interests of the company and minority shareholders. When the board of directors of the company deliberated the proposal, the related directors avoided voting, and the deliberation and decision-making procedures complied with the relevant provisions of laws, regulations and the articles of association. We agree to the proposal on applying for credit and financing from financial institutions in 2022.
13、 Independent opinions on the company’s provision for impairment
We believe that the company’s provision for impairment in this period is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises, and can truly reflect the actual situation of the company’s assets. Its deliberation procedures comply with the relevant laws and regulations, normative documents and the relevant provisions of the articles of association, and there is no damage to the rights and interests of the company and minority shareholders. After the provision for impairment is made, it can ensure the accuracy and integrity of the company’s financial report and reflect the company’s financial situation and operating results more objectively and fairly. Agree to the company’s provision for impairment in the current period. (no text below)
(there is no text on this page, which is the signature page of Bohai Automotive Systems Co.Ltd(600960) independent director’s independent opinions on matters related to the 10th meeting of the 8th board of directors) signature of independent director:
Mao Xinping Changhai blog, Li Gang
April 22, 2022
