Jihua Group Corporation Limited(601718) independent directors
Independent opinions on matters related to the 11th meeting of the 5th board of directors in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions of the CSRC, as independent directors of the company, we reviewed the proposals considered at the 11th meeting of the 5th board of directors with a serious and responsible attitude, Based on independent judgment, the following opinions are expressed:
1、 Proposal on 2021 profit distribution plan
We believe that the profit distribution plan for 2021 proposed by the company complies with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on cash dividends and the articles of association. It is made on the basis of comprehensive consideration of the actual operation and future long-term development needs of the company, in line with the long-term interests of all shareholders, including minority shareholders, and there is no intentional damage to the interests of shareholders. We agree to the profit distribution plan and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Proposal on the actual amount of daily connected transactions in 2021 and the expected amount of daily connected transactions in 2022
2021. There is an unfair price for the company’s shareholders and other related transactions, which reflects the interests of the company’s shareholders and other related transactions.
2. The daily related party transactions expected to occur in 2022 are the reasonable prediction of normal production and operation activities based on the actual daily related party transactions of the company in 2021. The transaction method and pricing comply with market rules, and there is no situation damaging the interests of the company and other shareholders.
3. During the deliberation of this proposal, affiliated directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided voting. The deliberation and decision-making procedures of the board of directors of the company on connected transactions comply with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other laws, regulations and rules, as well as the relevant provisions of the articles of association.
We believe that the actual amount of the company’s daily connected transactions in 2021 and the estimated amount of daily connected transactions in 2022 meet the requirements of relevant national laws and regulations, the transaction method and pricing comply with market rules, and the transaction behavior is conducive to the company’s production and operation. We agree with the proposal.
3、 Proposal on internal control evaluation report in 2021
We believe that the 2021 internal control evaluation report of the company objectively and comprehensively reflects the actual situation of the company’s internal control, and the internal control system meets the relevant requirements of the securities regulatory authority. We agree to the 2021 annual internal control evaluation report of the company. The company has established a relatively perfect internal control system. All internal control systems meet the requirements of relevant laws and regulations, regulatory rules and the actual needs of the company’s production, operation and management, and the company’s internal control system can be effectively implemented.
4、 Proposal on reappointment of Dahua certified public accountants as the company’s financial audit institution and internal control audit institution in 2022
We believe that after verification, Dahua Certified Public Accountants (special general partnership) has the qualification to engage in the audit of securities and futures related businesses, is familiar with the national regulations and policies on financial accounting, has a certified public accountant to complete the audit task and ensure the audit quality, and can seriously implement the laws, regulations, rules and policies related to financial and internal control audit, Have the working ability and professional experience to undertake the company’s annual financial audit and internal control audit. Through the review and evaluation of its work in 2021, we agree that the company will continue to employ Dahua Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022.
5、 Proposal on the implementation plan for the remuneration of senior executives of the company in 2021
We believe that the 2021 executive compensation cashing plan is calculated based on the work in charge, performance and personal performance assessment results of senior executives, which is in line with the actual situation. The plan refers to the development of the company in recent years and the salary level of senior managers of Listed Companies in the same industry, and is closely combined with the actual operating benefits of the company. The plan is practical and reasonable. We agree with the payment plan for senior managers of the company in 2021. 6、 Proposal on signing financial service agreement with finance company
We believe that the financial service agreement signed by the company this time will help the company broaden the scope of cooperative financial institutions and meet the needs of the company’s business development. The transaction follows the principles of fairness and reasonableness and fair pricing, and there is no situation that damages the interests of the company and non affiliated shareholders. During the deliberation of this proposal, affiliated directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided voting. The approval procedures for related party transactions comply with the provisions of relevant laws, regulations and the articles of association, and we agree to the proposal.
7、 Proposal on risk assessment report of related party transactions with financial companies
After reviewing the risk assessment report on financial business between Jihua Group Corporation Limited(601718) and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. issued by the company, we believe that the report is objective and fair, fully reflects the business qualification, business and risk status of the finance company, and the relevant decision-making procedures comply with laws, regulations and the articles of association, without damaging the interests of the company and its shareholders, especially small and medium-sized shareholders.
8、 Proposal on risk disposal plan for related party transactions with financial companies
Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. (hereinafter referred to as “finance company”) as a non bank financial institution, its business scope, business content and process and internal risk control system are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission. The risk disposal plan for financial business between Jihua Group Corporation Limited(601718) and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. formulated by the company helps to ensure the safety of the company’s deposit funds in the finance company, prevent, timely control and resolve capital risks. We believe that the plan is sufficient and feasible, the relevant decision-making procedures comply with laws and regulations and the articles of association, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
9、 Proposal on the announcement on permanent replenishment of working capital with some raised funds from non-public development banks
We believe that the company’s decision to permanently supplement some of the raised funds with working capital is a prudent decision made by comprehensively considering the market environment and the company’s development strategy, which is conducive to reducing the investment risk of the raised funds and improving the use efficiency of the raised funds, without damaging the interests of the company and shareholders. This permanent replenishment of working capital has fulfilled the necessary decision-making procedures and complies with the relevant laws and regulations of the CSRC and Shanghai Stock Exchange on the use of raised funds of listed companies and the provisions of the articles of association. We agree to the permanent replenishment of working capital with part of the raised funds of the company. (there is no text on this page, which is the signature page of Jihua Group Corporation Limited(601718) independent directors’ independent opinions on matters related to the 11th meeting of the 5th board of directors) independent directors:
Xu Jian, Zhang Jide, Lu YeHu
April 25, 2002
