Gosun Holdings Co.Ltd(000971) independent director
About the third meeting of the 10th board of directors of the company
Independent opinions on relevant matters under consideration
Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”) held the third meeting of the 10th board of directors on April 25, 2022. In accordance with the company law, 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, regulations and normative documents, as well as the Gosun Holdings Co.Ltd(000971) articles of association and other relevant provisions, as independent directors of the company, based on the principle of independent and objective judgment, We hereby express the following independent opinions on the relevant deliberations of the third meeting of the 10th board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
According to the audit report ZTE Cai Guang Hua Shen Hui Zi (2022) No. 223024 issued by ZTE Cai Guang Hua Certified Public Accountants (special general partnership), the undistributed profits at the level of the company’s consolidated statements are negative. We believe that the company did not meet the dividend conditions stipulated in the articles of association in 2021. The company did not convert the provident fund into share capital, give bonus shares or pay cash dividends in 2021. We agree with the profit distribution plan formulated by the board of directors and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the internal control evaluation report of the company in 2021
After review, we believe that in 2021, the company continuously strengthened the standardization of internal control in accordance with relevant national laws, regulations and the requirements of regulatory authorities, and the established internal control system of the company can be effectively implemented. The internal control evaluation report of the company in 2021 truly and objectively reflects the construction and operation of the company’s internal control system. We will continue to pay attention to and urge the board of directors and management of the company to further strengthen the construction of internal control system, strengthen the implementation of internal control, and safeguard the legitimate rights and interests of the company and investors. 3、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021
Gosun Holdings Co.Ltd(000971)
see
After verification, 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, there is no violation of the deposit and use of raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of the company and shareholders, especially the interests of minority shareholders. The special report on the deposit and use of raised funds in 2021 prepared by the company is true, accurate and complete without false records, misleading statements and major omissions.
4、 Special instructions and independent opinions on the illegal external guarantee and occupation of the company’s funds by the company’s controlling shareholders and other related parties
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the articles of association, and based on the information provided by the company and available to us, we hereby express special explanations and independent opinions on the illegal external guarantees and occupation of the company’s funds by the controlling shareholders and other related parties of the company as follows:
1. The original actual controller of the company, the chairman of the 8th board of directors and the chairman of the 9th board of directors, without the approval or authorization of the general meeting of shareholders and the board of directors of the company, used the company’s official seal for many times as a co borrower or guarantor in the name of the company to provide guarantee for the financing of the original controlling shareholder and its related parties and the related parties of the original actual controller, Total principal and interest of illegal guarantee and fund occupation balance as of December 31, 2021
7172177 million yuan. We condemn this and require the original actual controller of the company to serve as the chairman in time to lift the above illegal guarantee and fund occupation as soon as possible.
2. Due to the failure of the related parties of the original actual controller to repay the loan in time, the company was adjudicated by justice and the bank account of the company was frozen by justice. The company may pay off relevant debts due to undertaking the guarantee liability, which may have a great impact on the company’s financial situation and damage the interests of the company and minority shareholders. Please pay attention to the investment risks.
5、 Special notes on matters involved in the audit report of the board of directors on qualified opinions in 2021
Gosun Holdings Co.Ltd(000971)
Independent opinion of
ZTE caiguanghua Certified Public Accountants (special general partnership) hired by the company audited the company’s financial statements in 2021 and issued an audit report with qualified opinions. In accordance with the relevant provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 14 – handling of non-standard audit opinions and matters involved, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – Part IV of business handling: 4.1 matters related to the disclosure of periodic reports, etc, The board of directors of the company made special explanations on the matters involved in the audit report with qualified opinions issued by certified public accountants in the financial report of 2021, and we agree with the opinions of the board of directors. We require the board of directors of the company to attach great importance to the matters involved, actively take effective measures, strive to reduce and eliminate the impact of the matters mentioned in the reservation on the operation of the company, and earnestly safeguard the legitimate rights and interests of the company and all shareholders.
We remind investors to rationally and correctly evaluate the impact of the follow-up progress of the matters described in the reservation on the company, invest cautiously and pay attention to investment risks.
6、 Independent opinions on the correction and retroactive adjustment of the company’s previous accounting errors
After verification, the adjustment and correction of the company’s previous accounting errors comply with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates or correction of errors and the preparation rules for information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information. The corrected financial data and financial statements can more objectively and fairly reflect the company’s financial situation. This early error correction does not harm the interests of the company and all shareholders, especially the minority shareholders. The deliberation and voting procedures of this early error correction comply with the relevant provisions of laws, regulations and the articles of association. We unanimously agree on this early error correction.
I hereby express my independent opinion.
Gosun Holdings Co.Ltd(000971) independent directors: Shen Mingming, sun Chunhong, Bian Hong, Liu Jingjian Gosun Holdings Co.Ltd(000971)
February 26, 2024
