Haima Automobile Co.Ltd(000572)
Opinions of independent directors
In accordance with the provisions and requirements of the articles of association and relevant laws and regulations, as an independent director of Haima Automobile Co.Ltd(000572) (hereinafter referred to as “the company”), we carefully review the materials provided by the company with a realistic attitude and express the following independent opinions:
1、 Independent opinions on the company’s profit distribution plan in 2021
According to the audit, the net profit of the company in 2021 is 135 million yuan, and the net profit attributable to the parent company is 112 million yuan; By the end of 2021, the company’s accumulated undistributed profit was -1.898 billion yuan and the parent company’s accumulated undistributed profit was 1.189 billion yuan.
Whereas:
In 2022, the company hopes to further improve the production and sales of products. Therefore, it must invest more funds in parts procurement and goods preparation; At the same time, the company has a large capital demand in the fields of new project promotion, new product R & D and new marketing system construction.
In conclusion, we believe that the plan of no profit distribution in 2021 made by the board of directors of the company is in line with the actual situation of the company and conducive to the development of the company. We agree with the distribution plan of 2021 proposed by the board of directors of the company.
2、 Independent opinions on the internal control evaluation report of the company in 2021
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, basic norms of enterprise internal control and other relevant provisions, the independent directors of the company express the following opinions on the evaluation report of the company’s internal control:
1. During the reporting period, the company’s internal control system is perfect, which can cover all links in the company’s daily production and operation activities, and can be effectively implemented in the company’s daily operation and management, play a better role in management, control and supervision of the company’s operation, and effectively ensure the safety and integrity of the company’s assets.
2. The company’s internal control system meets the requirements of relevant national laws, regulations and regulatory authorities. The company’s internal control is strict, sufficient and effective, ensuring the normal operation and management of the company. 3. The board of directors’ evaluation of the company’s internal control is realistic, objective and fair, which is in line with the actual situation of the company’s internal control.
Therefore, we agree with all the contents of the evaluation report of the board of directors on the company’s internal control. 3、 Independent opinions on the re employment of audit institutions
It is agreed that the company will continue to employ Lixin certified public accountants Co., Ltd. (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 for one year, and submit it to the company’s 2021 annual general meeting for deliberation. The company’s financial audit remuneration in 2021 is 700000 yuan and the internal control audit remuneration is 350000 yuan.
4、 Independent opinions on the occupation of funds by related parties and external guarantees
In accordance with the relevant provisions 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) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, we have carefully and responsibly verified the occupation of the company’s funds and the company’s external guarantee by the controlling shareholders and other related parties of the company.
1. We checked the capital transactions between the company and its related parties in 2021, and found no situation in which the controlling shareholders and their related parties occupied the funds of the listed company.
2. As of December 31, 2021, the accumulated external guarantee amount of the company and its holding subsidiaries was 248 million yuan, accounting for 6.74% of the latest audited net assets of the company. The company’s external guarantees have fulfilled the relevant review procedures in strict accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association.
The above guarantee provides phased joint and several liability guarantee for qualified mortgage loan customers who purchase “Haima Jinpan garden” and “Haima Jinpan Garden Phase II area a”; The wholly-owned subsidiaries of the company Haima Automobile Co.Ltd(000572) Co., Ltd., Haima New Energy Vehicle Co., Ltd. Haima Automobile Co.Ltd(000572) Sales Co., Ltd. and Zhengzhou Haima New Energy Vehicle Sales Co., Ltd. plan to carry out asset pool business with financial institutions, and the above companies provide mutual guarantee in this business.
In addition to the above guarantee, the company has no other guarantee contract that has been performed or has not been completed. The company also has no guarantee for controlling shareholders and other related parties.
5、 Independent opinions on the forecast of daily connected transactions in 2022
The procedures of the meeting convened and convened by the board of directors to review this proposal comply with relevant laws, regulations and the articles of association. The related directors avoided the voting on related transactions, and the non related directors passed by unanimous vote, and the voting procedure met the relevant provisions. The above-mentioned daily related party transactions are based on the needs of normal production and operation between the company and related parties. The transaction price is fair and reasonable and does not harm the interests of the company, shareholders and minority shareholders. Independent directors have no objection to the above daily connected transactions and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Wei Jianzhou, Lin Jinting, Zhang Yong
April 22, 2022
