Zhe Jiang Kangsheng Co.Ltd(002418) independent director
On matters related to the 26th meeting of the 5th board of directors
Prior approval and independent opinion
Zhe Jiang Kangsheng Co.Ltd(002418) (hereinafter referred to as “the company”) convened the 26th meeting of the Fifth Board of directors on January 11, 2022. In accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the rules on stock listing of Shenzhen Stock Exchange In accordance with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, based on our independent judgment, we hereby express our prior approval and independent opinions on some matters considered at the above meeting as follows:
1、 Independent opinions on providing guarantee for wholly-owned subsidiaries to apply for bank credit
The company guarantees the bank credit of the wholly-owned subsidiary Zhongzhi Yike Chengdu Automobile Co., Ltd. (hereinafter referred to as “Zhongzhi Yike”). In view of the current assets and liabilities of Zhongzhi Yike, Mr. Yu Bo, the independent director, based on the principle of prudence, believes that this financing is necessary, but there are certain risks in this guarantee, If the corresponding guarantee liability is earnestly performed in the follow-up, the company will suffer losses, so it abstains from voting on relevant proposals. Independent directors Mr. Yu Liangyao and Mr. Li Zaijun believe that the deliberation and voting procedures of this guarantee comply with relevant laws and regulations, normative documents and the articles of association. As a wholly-owned subsidiary of the company, Zhongzhi Yike provides guarantee for its application for bank credit based on its daily business needs, There is no situation that damages the interests of the company and minority shareholders. Therefore, it is agreed that the company will provide guarantee for Zhongzhi Yike, a wholly-owned subsidiary, to apply for bank credit of no more than RMB 250 million, with a validity period of no more than three years. At the same time, the company shall strengthen financial supervision and internal control audit, formulate and implement feasible measures to ensure the company’s financial safety and prevent guarantee risks, so as to realize stable operation. The bank financing is mainly used for the delivery of bus orders in Chengdu, and the special fund should be used for special purpose.
The guarantee shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation and voting. 2、 Prior approval and independent opinions on applying for credit from banks and providing asset mortgage and shareholder guarantee
1. Prior approval opinion
After carefully reviewing the relevant materials submitted by the board of directors of the company, we believe that the company’s application for credit and the provision of asset mortgage and shareholder guarantee to Bank Of China Limited(601988) Chun’an sub branch is based on the needs of the company’s daily production and operation, which is helpful to solve the company’s working capital demand, conducive to the sustainable development of the company, and does not damage the interests of the company and minority shareholders.
2. Independent opinion
When the board of directors of the company deliberated on this matter, the related directors have avoided voting, and the decision-making procedures comply with the relevant provisions of relevant laws, regulations and the articles of association. The company’s application for credit from the bank and the provision of asset mortgage and shareholder guarantee is conducive to the sustainable operation of the company, in line with the overall interests of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, we agree to submit the proposal to the 26th meeting of the 5th board of directors and the first extraordinary general meeting of shareholders in 2022 for deliberation.
Independent directors: Yu Bo, Li Zaijun, Yu Liangyao January 11, 2002
