Nanning Sugar Industry Co., Ltd
Nanning Sugar Industry Co.Ltd(000911) independent directors about
Special notes and independent opinions on relevant matters of the 11th meeting of the seventh board of directors
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the relevant provisions of Nanning Sugar Industry Co.Ltd(000911) articles of association and independent director system, as independent directors of Nanning Sugar Industry Co.Ltd(000911) (hereinafter referred to as “the company”), based on our independent position, we have made the following special explanations and independent opinions on the relevant matters of the 11th meeting of the seventh board of directors of the company:
1、 Independent opinions on the company’s annual profit distribution plan in 2021
The undistributed profit of the company at the end of 2021 is negative. According to the relevant provisions of accounting policies, the profit distribution plan of the company at the end of 2021 is proposed to be no profit distribution. We believe that the above profit distribution plan complies with relevant regulations and the actual situation of the company and does not damage the legitimate rights and interests of the company and minority shareholders. We agree to the 2021 annual profit distribution plan of the company considered at the 11th meeting of the seventh board of directors.
2、 Independent opinions on the internal control evaluation report of the company in 2021
The internal control evaluation report of the company in 2021 comprehensively, truly and accurately reflects the actual situation of the company’s internal control. The company’s existing internal control system has covered all levels and links of the company’s operation, forming a relatively standardized management system, which can prevent, timely find and correct possible errors in the company’s operation process, protect the safety and integrity of the company’s assets, and ensure the authenticity, accuracy and timeliness of accounting records and accounting information. The company’s internal control over subsidiaries, related party transactions, information disclosure, major investment, external guarantee, use of raised funds and other aspects is strict, sufficient and effective. There is no violation of the internal control system of the listed company and the Shenzhen stock exchange during the reporting period.
We agree to the 2021 annual internal control evaluation report of the company considered at the 11th meeting of the seventh board of directors.
3、 Independent opinions on the company’s provision for asset impairment
The company’s provision for asset impairment this time is carried out in accordance with the national accounting standards for business enterprises and the principles of the company’s accounting system, which can truly reflect the company’s financial situation and operating results, help to provide reliable and accurate accounting information, and do not damage the legitimate rights and interests of the company and minority shareholders. We agree with the company’s provision for asset impairment this time.
4、 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
Nanning Sugar Industry Co., Ltd
In accordance with the requirements of the notice of the CSRC on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56) and the articles of association, we conducted a special inspection on the occupation of the company’s funds and external guarantees by the controlling shareholders and other related parties in Nanning Sugar Industry Co.Ltd(000911) 2021 based on the principle of seeking truth from facts, made a special explanation and issued independent opinions as follows:
1. Special description
(1) During the reporting period, no non operating occupation of the company’s funds by controlling shareholders and other related parties was found. (2) As of December 31, 2021, the total amount of guarantee provided by the company for non affiliated enterprises and holding subsidiaries holding more than 50% shares is 550 million yuan;
The total amount of guarantee provided by the company for holding subsidiaries holding more than 50% of the shares is 550 million yuan. As of December 31, 2021, Nanning yunou Logistics Co., Ltd., a wholly-owned subsidiary, actually used the guarantee amount of RMB 10000.
2. Independent opinion
As an independent director of Nanning Sugar Industry Co.Ltd(000911) , we agree to the audit opinions of Grant Thornton Certified Public Accountants (special general partnership) on the special instructions on the occupation of Nanning Sugar Industry Co.Ltd(000911) non operating funds and other related capital transactions of the company’s controlling shareholders and other related parties; The external guarantee of the company during the reporting period has fulfilled the review and approval procedures and information disclosure business in strict accordance with relevant systems; The company’s external guarantee requires the signing of counter guarantee agreement with the guaranteed party, which better controls the risk of external guarantee; The accumulated and current guarantee is true; The external guarantee of the company complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the external guarantee provided by listed companies. No illegal guarantee behavior is found and the interests of the company and shareholders, especially small and medium-sized shareholders, are not damaged.
5、 Independent opinions on the special report on the deposit and use of raised funds in 2021 as an independent director of the company, on the basis of carefully reviewing relevant materials, we express independent opinions on the proposal on the special report on the deposit and use of raised funds in 2021 considered at the 11th meeting of the seventh board of directors as follows:
The preparation of the special report on the deposit and use of the company’s annual raised funds in 2021 complies with the provisions of relevant laws and regulations, and truly and objectively reflects the deposit and use of the company’s annual raised funds in 2021. The deposit and use of the company’s annual raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, There is no violation in 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 shareholders.
Nanning Sugar Industry Co., Ltd
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Independent director: Sun Weidong, Chen Yongli
Xu Chunming
April 25, 2022
