Modern Avenue Group Co.Ltd(002656)
Independent directors' opinions on the 10th meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of the company in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association of Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as the "company") and the working system of independent directors, Carefully considered the relevant matters submitted to the fourth meeting of the Fifth Board of directors, and carefully read the relevant materials provided by the company. Based on independent judgment, we hereby express our independent opinions as follows:
1、 Opinions on the company's profit distribution plan for 2021
According to the qualified audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 is -2070627758 yuan, the amount of distributable profit in this year is -4790779073 yuan, plus the total undistributed profit of previous years is -130538844380 yuan, As of December 31, 2021, the accumulated profit available for distribution to investors was -135329623453 yuan.
The company's profit distribution plan for 2021 is as follows: no cash dividend, no bonus shares and no conversion of capital reserve into share capital in 2021. The above profit distribution plan complies with the provisions and requirements of relevant documents such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association of the CSRC, and comprehensively considers the current industry characteristics, enterprise development stage, operation and management, medium and long-term development and other factors. There is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the matter and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Opinions on the self-evaluation report of the company's internal control in 2021
After review, we believe that the company's self-evaluation report on internal control in 2021 comprehensively and objectively reflects the actual situation of the construction and operation of the company's internal control system. In view of the defects in internal control in 2021, the board of directors of the company should focus on and strictly rectify them. The company should further strengthen the construction of internal control, improve the governance structure and promote standardized operation.
3、 Opinions on the application for comprehensive credit line and mutual guarantee by the company and its subordinate holding companies
This time, the company and its subordinate holding companies applied for comprehensive credit lines and provided guarantees to each other. The company can effectively control relevant risks, and the decision-making procedures comply with the provisions of relevant laws and regulations, which is conducive to the development of relevant businesses of the company and does not harm the interests of the company and shareholders. We agree that the company and its subordinate holding companies apply for comprehensive credit line and provide mutual guarantee, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Opinions on Authorizing the company and its subordinate holding companies to use phased idle self owned funds for entrusted financial management
At present, the company's operation is normal and its financial situation is stable. Under the condition of ensuring the capital demand for normal production and operation, the company and its holding subsidiaries use some idle self owned funds for investment and financial management, which is conducive to improving the efficiency of capital use, increasing the company's investment income and creating more investment returns for the company and its shareholders. It will not adversely affect the production and operation of the company, which is in line with the interests of the company, and does not damage the interests of the company and all shareholders, especially the minority shareholders.
The investment and financial management approval procedures comply with relevant regulations. We agree that the company will use its own funds that are idle in stages for investment and financial management, and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the special audit report on the summary of non operating fund occupation and other related fund transactions of Modern Avenue Group Co.Ltd(002656) related parties
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the special audit report on the summary of non operating capital occupation and other related capital transactions of Modern Avenue Group Co.Ltd(002656) related parties to the summary of capital occupation of controlling shareholders and other related parties in 2021 prepared by the company, which is in line with the real situation of the company. Among them, the summary of non operating occupation of funds of listed companies truly reflects the internal control defects in fund management of the company in previous years. In 2021, the board of directors of the company paid special attention to and made strict rectification, further strengthened the construction of internal control, strengthened the awareness of compliance, improved the corporate governance structure, promoted the standardized operation of the company and safeguarded the interests of the company and all shareholders.
After review, we agree to the proposal on the special audit report on the summary of non operating fund occupation of Modern Avenue Group Co.Ltd(002656) related parties and other related fund transactions, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions of independent directors on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company
1. Special instructions on the occupation of the company's funds by the company's controlling shareholders and other related parties
Guangzhou Ruifeng Group Co., Ltd. (hereinafter referred to as "Ruifeng group"), the controlling shareholder of the company, occupied the self owned funds of the company and its subsidiaries by collecting prepayments, investment funds and cash receipts in previous years
2469121 million yuan. The company will be established on September 23, 2019, April 24, 2020 and May 20, 2020 respectively
The announcement on the occupation of funds by controlling shareholders (Announcement No.:
2019077), "suggestive announcement on the occupation of funds by newly discovered controlling shareholders" (Announcement No.: 2020044), "suggestive announcement on the occupation of funds by newly discovered controlling shareholders" (Announcement No.: 2020056), "suggestive announcement on the occupation of funds by newly discovered controlling shareholders"
Relevant announcements such as the suggestive announcement on the newly discovered occupation of funds by controlling shareholders (Announcement No.: 2020066) will be announced
The occupation of the aforesaid funds shall be disclosed.
After recovery by the company, Ruifeng group successively repaid RMB 4.9783 million from December 2019 to may 2021.
As of December 31, 2021, the controlling shareholder Ruifeng group has occupied the remaining funds of the company and its subsidiaries
241933800 yuan was not returned, accounting for 32.24% of the company's net assets as of December 31, 2021. common
The board of directors of the company strictly urges Ruifeng group, the controlling shareholder, to pass the approval, including but not limited to equity transfer, asset restructuring and merger
Actively raise funds in various forms such as legal borrowing, and properly solve the current problems of controlling shareholders occupying the company's funds
Problems to eliminate the impact on the company. In addition to the occupation of funds by controlling shareholders in the previous years,
After verification, the company did not have any non operating occupation of the company's funds by controlling shareholders and other related parties during the reporting period
Situation.
2. Special note on external guarantee of the company
The total principal amount of illegal guarantee without consideration in previous years of the company was 349285 million yuan (excluding profit)
As of the end of the reporting period, the balance of illegal guarantee was 166424500 yuan (excluding interest and other expenses)
Accounting for 22.18% of the company's latest audited net assets, as follows:
As of the end of the reporting period, whether the principal amount of the guarantor and the creditor of the secured party is the relevant guarantee or whether the joint guarantee has been released
Guangzhou Tianhe Lijia small Guangzhou Ligen small re loan of 80 million yuan 0 is a loan Co., Ltd
Guangzhou lianka Guangzhou Garden Development Bank Co., Ltd
Fumingpinyou Co., Ltd. Guangzhou Branch 100 million yuan 30 million yuan limited company
Company Lin Yongfei Zhou Zhicong RMB 150 million yuan RMB 1364245 million yuan Yes No
Company, Lin chenmadi, Zhang QinYong, Lin Fengguo 19.285 million yuan 0 is Yongfei Lai Xiaoyan
The total is 349285 million yuan and 1664245 million yuan
7、 Opinions on the remuneration of senior managers of the company in 2021
The formulation of the remuneration of senior managers in 2021 is in line with the provisions of the company law, the articles of association and other laws and regulations, the actual situation of the company's current operation and management, and can be implemented in strict accordance with the remuneration of senior managers and relevant incentive and assessment systems, which is conducive to strengthening the diligence of senior managers, promoting the company to improve work efficiency and operating efficiency, and there is no damage to the interests of the company and shareholders.
Therefore, we agree to the company's 2021 senior management compensation plan.
8、 Opinions on the company's reappointment of the audit institution in 2022
After verification, Zhongshen Zhonghuan Certified Public Accountants (special general partnership), which the company plans to renew, has the qualification of securities industry, has the experience and ability to provide audit services for listed companies, can meet the needs of the company's financial audit and audit the company's financial status independently. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has better completed relevant audit work during the company's financial audit in 2021, and the renewal of employment is conducive to ensuring the continuity of the company's audit business. Therefore, we agree to continue to employ Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022.
Modern Avenue Group Co.Ltd(002656) independent directors: Yu Peng, Qiu Shuang, Chen Kaimin April 26, 2022
