Beijing Dabeinong Technology Group Co.Ltd(002385) independent director
Special notes and independent opinions on relevant matters of the 35th meeting of the Fifth Board of directors Beijing Dabeinong Technology Group Co.Ltd(002385) (hereinafter referred to as "the company") the 35th meeting of the Fifth Board of directors was held on April 21, 2022. In accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China and the guiding opinions on the establishment of independent director system in listed companies As an independent director of the company, based on the position of independent judgment and the attitude of being responsible to the company and all shareholders, we hereby express our opinions on the relevant matters discussed at the 35th meeting of the Fifth Board of directors of the company as follows:
1、 Independent opinions on 2021 profit distribution plan
The profit distribution plan for 2021 is in line with the actual situation of the company, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders. We unanimously agree to the proposal on the profit distribution plan for 2021.
2、 Independent opinions on self-evaluation report of internal control
During the reporting period, the company's internal control activities were carried out in accordance with the provisions of various systems. The company's internal control over the guarantee, related party transactions and information disclosure of its holding subsidiaries was strict, sufficient and effective, which ensured the normal operation and management of the company, complied with the actual situation of the company, and was reasonable and effective. After verification, we believe that the company's internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system. The company has established a relatively perfect internal control system and can be effectively implemented.
3、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
1. Capital transactions and occupation between the company and related parties:
During the reporting period, there was no non operational occupation of funds by the controlling shareholders and their related parties, and there was no illegal occupation of funds by the controlling shareholders and other related parties.
2. External guarantee of the company:
During the reporting period, the total amount of external guarantees approved by the company was 7 Shanghai Xinpeng Industry Co.Ltd(002328) 50 yuan, accounting for 65.22% of the audited net assets of the company at the end of 2021 (107371796 million yuan). By the end of the reporting period, the balance of the company's external guarantee (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) was 1590537300 yuan, accounting for 14.81% of the company's audited net assets at the end of the year; The balance of external guarantees (including guarantees provided for subsidiaries within the scope of consolidated statements) of the company is 74896596 million yuan, accounting for 69.75% of the audited net assets of the company at the end of the year. The accumulated overdue amount of the company's guarantee to its subsidiaries is RMB 10000, and the external overdue guarantee amount of the subsidiaries that have not eliminated the guarantee liability is RMB 348451 million. The company is not involved in the losses that should be borne due to the judgment of losing the guarantee.
The company's external guarantee in 2021 is the guarantee provided for holding subsidiaries, joint-stock companies and company customers. It has fulfilled the relevant approval procedures and complies with the provisions of laws, regulations and the articles of association. There is no other situation of providing guarantee for controlling shareholders, other related parties, any unincorporated units or individuals.
The company strictly abided by the company law, the articles of association and other relevant laws and regulations, and strictly controlled the relevant risks.
4、 Proposal on reappointment of accounting firm in 2022
1. Prior approval opinion
As an independent and professional audit institution, the company has been able to carry out the audit report objectively and conscientiously in the annual audit process, which can reflect the company's financial performance objectively and honestly. We agree to renew the appointment of ShineWing as the company's 2022 financial report and internal control audit institution, and agree to submit this proposal to the company's board of directors for deliberation. 2. Independent opinion
ShineWing has securities related business qualification, sufficient independence, professional competence and investor protection ability. Given that the Institute has a good sense of service, professional ethics and ability to perform its duties, can effectively ensure the quality of the company's audit work, is conducive to protecting the interests of the company and other shareholders, especially small and medium-sized shareholders, and the renewal procedure is legal and compliant, we agree to continue to hire ShineWing and as the audit institution for the company's 2022 financial report and internal control, and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
5、 Independent opinions on continuing to use its own idle funds to purchase low-risk financial products
The company's use of idle self owned funds to purchase low-risk financial products can improve the efficiency of the company's use of funds and obtain certain investment income. This matter is based on the premise of ensuring the daily operation of the company and does not affect the daily working capital turnover needs of the company and the normal development of its main business. The voting procedure of the company on using idle self owned funds to purchase low-risk financial products is legal and compliant, there is no damage to the interests of shareholders, and the company has formulated strict risk control measures. Therefore, we unanimously agree that from the date of deliberation and approval of the 2021 annual general meeting to the date of the 2022 annual general meeting, the company will continue to use its own idle funds of no more than 3 billion yuan to purchase low-risk financial products. And agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Prior approval and independent opinions on the prediction of daily connected transactions in 2022
1. Prior approval opinion
We have carefully considered the proposal on the prediction of daily connected transactions in 2022 and consulted relevant materials. We believe that the above connected transactions are reasonable, the price is fair, there is no use of connected transactions to damage the interests of the company, and the connected transactions have no adverse impact on the independence of the company. We agree to submit the proposal to the 35th meeting of the Fifth Board of directors for deliberation.
2. Independent opinion
The daily related party transactions that the company plans to have with related parties in 2022 are normal production and operation activities, follow the principles of objective, fair and fair transactions, and will not damage the interests of listed companies and minority shareholders. The related party transaction has been approved by the board of directors of the company, and the related directors fulfilled the obligation of avoiding voting when considering the related party transaction proposal. We believe that the above decision-making procedures for related party transactions comply with the relevant provisions of laws and regulations and the articles of association, are legal and effective, and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
7、 Independent opinions on the expected amount of guarantee of the company and its holding subsidiaries
The company and its holding subsidiaries (including the newly established or incorporated subsidiaries within the authorization period) provide guarantees for their own debts, the company provides guarantees for subsidiaries, the holding subsidiaries provide guarantees for the parent company, and the holding subsidiaries provide mutual guarantees, which meets the actual needs of the company's business development, the risks are controllable, the decision-making procedures comply with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders.
Therefore, we agree that in 2022, the company and its holding subsidiaries (including newly established or incorporated subsidiaries within the authorization period) provide guarantee for their own debts, the company provides guarantee for subsidiaries, the holding subsidiaries provide guarantee for the parent company, and the total amount of mutual guarantee between holding subsidiaries shall not exceed 14 billion yuan, and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on continuing commodity futures hedging business
Due to business needs, the company only uses its own funds to carry out futures hedging business in the futures market, does not use the raised funds to hedge directly or indirectly, and does not carry out speculative arbitrage transactions. The relevant approval procedures comply with the provisions of relevant national laws and regulations. The company has formulated the management system of commodity futures hedging business, established and improved the organizational structure, business process, approval authority and risk control measures. On the premise of ensuring normal production and operation, the feasibility analysis report issued by the company's management on hedging transactions meets the provisions of laws and regulations and the needs of the company's business development, which is feasible. At the same time, it is conducive to the company to avoid the risks caused by the fluctuation of raw material purchase price, improve the company's ability to resist the impact of raw material price fluctuation on the company's operation, and is conducive to the long-term and steady development of the company.
To sum up, we believe that the company's futures hedging business does not harm the interests of the company and all shareholders, and agree to the company's futures hedging business.
Independent directors: Wang Liyan, Li Xuan, Qiao Shiyan and Han Yijun April 22, 2022
