About the 20th meeting of the third board of directors
Independent opinions on relevant matters
Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company”) held the 20th meeting of the third board of directors in the company’s conference room on April 23, 2022. As an independent director of the company, after carefully reading the relevant meeting materials and understanding the relevant situation in detail, In accordance with the requirements of the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the articles of association and the working rules for independent directors of the company, based on independent judgment, we express the following independent opinions on relevant matters:
(I) 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
In accordance with the provisions and requirements of relevant laws and regulations such as China Securities Regulatory Commission announcement [2022] No. 26 “guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies”, as an independent director of the company, we have carefully checked and understood the external guarantees of the company and the funds occupied by related parties based on the principle of seeking truth from facts. Now we are investigating the accumulated and current external guarantees Independent opinions on the occupation of funds by related parties are as follows:
1. The company does not provide guarantee for controlling shareholders, actual controllers and other related parties, any legal entity or individual; During the reporting period, the company conscientiously implemented the relevant provisions, and there was no illegal external guarantee from previous years to December 31, 2021; All guarantees during the reporting period have fulfilled the corresponding legal procedures in accordance with the articles of association and other relevant systems;
2. It is verified that in 2021, the company did not occupy the company’s funds for non operating purposes by controlling shareholders and other related parties, nor did it occupy the company’s funds by controlling shareholders and other related parties in violation of regulations that occurred in the previous period and continued until December 31, 2021.
All internal control systems comply with the relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies. The internal control system is effectively implemented and the company’s operation is standardized and compliant. The self-evaluation report on internal control in 2021 issued by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control.
(III) independent opinions on the special report on the deposit and actual use of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2021
After examination, we believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds. The preparation of the special report of Guangdong Enpack Packaging Co.Ltd(002846) 2021 on the deposit and actual use of raised funds complies with the provisions of relevant laws and regulations. The content is true, accurate and complete, without false records, misleading statements and major omissions. At the same time, it also truly and objectively reflects the deposit and use of the company’s raised funds in 2021, and does not damage the interests of the company and minority shareholders. Therefore, we agree to submit the special report on the deposit and actual use of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2021 to the general meeting of shareholders for deliberation.
(IV) independent opinions on the annual profit distribution plan in 2021
The 20th meeting of the third board of directors of the company put forward the profit distribution plan for 2021: the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund. We believe that the profit distribution plan for 2021 proposed by the board of directors of the company has complete decision-making procedures, combined with the actual situation of enterprise operation and development, and complies with the provisions of relevant laws and regulations such as the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the company law and the rules on cash dividends in the articles of association of the company. The distribution plan meets the needs of the company’s development strategy and the interests of all shareholders of the company. We agree to submit the profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
(V) independent opinions on the guarantee and related party transactions provided by the controlling shareholder for the credit financing application of the company and its subsidiaries in 2022
After verification, we believe that:
1. Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers of the company, raised Securities for the credit line of the company and its subsidiaries. The self regulatory guidelines for listed companies of the exchange No. 1 – standardized operation of listed companies on the main board and the articles of association follow the principles of market fairness, impartiality and openness. This matter is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
2. During the consideration of this matter, the related directors Mr. Weng Weiwu, Mr. Weng Weijia and Ms. Weng Baojia avoided, the procedure was legal and the basis was sufficient, and the relevant acceptance of related party guarantees and related party transactions met the requirements of relevant laws and regulations.
We agree that Mr. Weng Weiwu, the controlling shareholder and one of the actual controllers, provides guarantee for the company and its subsidiaries to apply for credit line and related party transactions, and agree to submit the matter to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting on the matter.
(VI) independent opinions on the guarantee provided by the company for the subsidiary’s application for credit line from financial institutions in 2022
After verification, we believe that the guarantee provided by the company for the subsidiary’s application for credit line from financial institutions is based on the needs of the company’s own business development, and has performed the necessary deliberation procedures in accordance with relevant laws and regulations, the articles of association and other relevant provisions. If the guarantee related matters are disclosed, there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation and voting.
(VII) independent opinions on cash management with self owned funds in 2022
We believe that: on the premise of complying with national laws and regulations and ensuring the liquidity and safety of the company’s funds, the company and its subsidiaries use their own idle funds to purchase low-risk financial products, which is conducive to improving the efficiency of capital use, will not affect the development of the company’s main business and is conducive to the interests of the company and all shareholders, Therefore, we agree that the company and its subsidiaries use temporarily idle self owned funds for cash management, and submit the proposal to the general meeting of shareholders of the company for deliberation and voting.
(VIII) independent opinions on carrying out forward foreign exchange settlement and sales business
After verification, we believe that the forward foreign exchange settlement and sales business of the company and its subsidiaries is a forward foreign exchange transaction based on normal production and operation, aimed at reducing the impact of exchange rate fluctuations on the company’s operating profits, and not for speculation and profit. This matter complies with the requirements of relevant laws and regulations, normative documents, articles of association and relevant systems. The review procedure is legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the company and its subsidiaries are agreed to carry out forward foreign exchange settlement and sales business.
(IX) independent opinions on the establishment of a wholly-owned subsidiary of Daqing
After verification, we believe that the establishment of Daqing wholly-owned subsidiary is a decision made from the needs of the company’s overall strategic planning and business development, which is conducive to further cooperation with customers and enhance the business synergy of the company.
In line with the company’s long-term development objectives and actual operation, in line with the interests of the company and shareholders, and there is no behavior damaging the company’s small and medium-sized investors. This foreign investment will not have a significant impact on the company’s normal production, operation and performance, nor will it affect the company’s business independence. Therefore, we agree to establish a wholly-owned subsidiary of Daqing. (x) independent opinions on adjusting the implementation progress of some raised investment projects
The adjustment of the implementation progress of some raised funds investment projects this time is a prudent decision made by the company according to the actual progress of the project. It only involves the delay of the date when the project reaches the expected usable state, does not change the project implementation subject and implementation mode, and there is no change or disguised change of the investment direction of raised funds and other situations that damage the interests of shareholders, which will not have a significant adverse impact on the normal operation of the company, The matter has fulfilled the necessary deliberation procedures and complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self-discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board. Therefore, we agree to adjust the implementation progress of some raised investment projects this time.
（11） Independent opinions on changes in accounting policies
After verification, we believe that this accounting policy change is a change made by the company in accordance with the relevant provisions and requirements of the Ministry of finance, which can more objectively and fairly reflect the company’s financial situation and operating results. The relevant decision-making procedures comply with the provisions of relevant laws and the articles of association. This change will not have a significant impact on the company’s financial statements and will not damage the interests of the company and shareholders. Therefore, we agree to the change of the company’s accounting policy. (no text below)
(there is no text on this page, which is the signature page of Guangdong Enpack Packaging Co.Ltd(002846) independent director’s independent opinions on matters related to the 20th meeting of the third board of directors) signature of independent director:
Rui Yiping, Chen Jiangbo, Fang qinxiong
specific date
