Palm Eco-Town Development Co.Ltd(002431)
Independent opinions of independent directors on relevant matters
As an independent director of Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the rules for independent directors of listed companies of China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange, the articles of association and the independent director system formulated by the company, Independent opinions on relevant matters of the company are as follows:
1、 Independent opinions on the proposal of profit distribution plan in 2021
We have reviewed the proposal of the company’s profit distribution plan for 2021 and believe that:
The conditions and proportion of cash distribution are specified in the articles of association. In view of the negative amount of distributable profit (i.e. the after tax profit after the company makes up the loss and withdraws the accumulation fund) realized by the parent company in 2021, which does not meet the conditions of cash dividend specified in the articles of association, the company’s dividend management system and the shareholder return plan for the next three years (20202022), the company plans not to carry out cash dividend in 2021, No bonus shares will be given and no accumulation fund will be converted into share capital. The profit distribution plan is legal, compliant and reasonable. It also complies with the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the articles of association, and the company’s shareholder return plan for the next three years (20202022). We agree with the plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinion on self evaluation report on internal control in 2021
After verification, we believe that the company has formulated and improved a series of internal control systems. The internal control system meets the requirements of relevant national laws and regulations and the actual operation and management needs of the company, and plays a better control and prevention role in all processes and key links of operation and management. There are no major or important defects in the design or implementation of the company’s internal control. The 2021 annual self-evaluation report objectively reflects the company’s internal construction and actual operation.
3、 Independent opinions on the company’s special report on the deposit and use of raised funds in 2021
We have reviewed the company’s special account for raised funds in 2021, the use of raised funds, the management and supervision of raised funds and information disclosure, carefully reviewed the special report on the storage and actual use of raised funds in 2021 provided by the company, and issued the following independent opinions: the storage and use of raised funds in 2021 comply with the requirements of the CSRC The relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies comply with the relevant provisions of the administrative measures for the use of raised funds of companies, and there is no illegal deposit and use of raised funds.
4、 Independent opinions on the provision for credit impairment and asset impairment in 2021
We believe that the company’s provision for credit impairment and asset impairment is based on the principle of prudence, in line with the accounting standards for business enterprises and the company’s accounting policies, and can objectively and fairly reflect the company’s financial status, asset value and operating results in 2021 as of December 31, 2021, and the company’s provision for credit impairment and asset impairment is in line with the company’s overall interests, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree that the company shall make provision for credit impairment and asset impairment in 2021.
5、 Independent opinions on the company’s application for loan limit and related party transactions from related parties
We believe that when the board of directors of the company considered the application for loan limit from related parties, the deliberation and voting procedures were in line with the provisions of relevant laws, regulations and the articles of association. This transaction is to meet the capital needs of the company’s operation and development. It is a reasonable transaction and is beneficial to the company’s future growth and development. This transaction does not harm the interests of the company and all shareholders, nor will it have a significant adverse impact on the company’s sustainable operation ability, financial status, operating results and independence. The related directors avoided the voting of the proposal. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
6、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
The amount of connected transactions between the company and related parties in 2022 is expected to be based on the daily business needs of the company. The price of connected transactions will be reached through bidding or mutual negotiation according to the industry standards, the development level of the project location, the industry pricing and charging standards, and in combination with the local market price level. The pricing is fair and reasonable, there is no damage to the interests of the company and minority shareholders, and there is no impact on the independence of the company. During the deliberation of the proposal, the related directors avoided voting, and their decision-making procedures are legal and effective. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
7、 Independent opinions on accumulated and current external guarantees and funds occupied by 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, the rules for independent directors of listed companies and other provisions, as independent directors of the company, we have carefully verified the occupation of the company’s funds by the company’s controlling shareholders and their related parties and the company’s external guarantees, and agreed that:
(I) as of the end of the reporting period, the company has no non operating occupation of the company’s funds by the controlling shareholders and their related parties;
(II) during the reporting period, the company considered external guarantees, including:
(1) On August 10, 2021, the company held the 30th meeting of the 5th board of directors, deliberated and approved the proposal on providing counter guarantee for the related parties of the controlling shareholder to guarantee the non-public development of corporate bonds of the company. The company plans to issue corporate bonds of no more than RMB 1 billion (including RMB 1 billion) to professional investors. In order to ensure the smooth progress of the financing matter, The company’s related party Henan Zhongyu Financing Guarantee Co., Ltd. agreed to provide joint and several liability guarantee for the company’s non-public issuance of corporate bonds. At the same time, the company will provide a counter guarantee amount of no more than 1 billion yuan (including 1 billion yuan). This guarantee constitutes a related guarantee. This matter has been deliberated and approved by the fifth extraordinary general meeting of shareholders in 2021.
(2) On December 7, 2021, the company held the 35th meeting of the 5th board of directors, which deliberated and approved the proposal on providing counter guarantee for related parties. The company plans to raise funds by filing the listing debt financing plan with Beijing financial assets exchange, and the proposed listing amount shall not exceed 400 million yuan (including 400 million yuan). In order to ensure the smooth progress of the financing, the company’s related party Zhongyuan Yuzi Investment Holding Group Co., Ltd. agreed to make up the difference for the company’s debt financing plan for registration and listing with Beijing financial assets exchange, and required the company to provide a counter guarantee amount of no more than 400 million yuan (including 400 million yuan). This guarantee constitutes a related guarantee.
This matter has been deliberated and approved by the eighth extraordinary general meeting of shareholders in 2021. (3) On December 7, 2021, the company held the 35th meeting of the 5th board of directors, deliberated and passed the proposal on extending the guarantee period and related guarantee (I). The company’s 30% shareholding company “palm Shengcheng Investment Co., Ltd.” applied for extension of two loans from Henan Zhongyu culture and Tourism Investment Co., Ltd. due to the expiration of the period, and the company agreed to extend the guarantee period of Shengcheng investment accordingly, This guarantee constitutes a related party guarantee. This matter has been deliberated and approved by the eighth extraordinary general meeting of shareholders in 2021.
(4) On December 7, 2021, the company held the 35th meeting of the 5th board of directors and passed the proposal on extending the guarantee period and related guarantee (II). The guarantee object of the company Meizhou palm Huayin Cultural Tourism Development Co., Ltd. must extend the loan period from Meizhou rural commercial bank due to the need of funds for business development. In order to support the business development of palm Huayin, The company agrees to extend the guarantee period of palm Huayin accordingly, and this guarantee constitutes a related guarantee. This matter has been deliberated and approved by the eighth extraordinary general meeting of shareholders in 2021.
The guarantee matters of the company have fulfilled the corresponding deliberation procedures and information disclosure obligations, and there are no illegal external guarantees.
During the reporting period, the principal balance of the debt guarantee provided by the company for Hunan palm xunlonghe Education Consulting Co., Ltd. (hereinafter referred to as “xunlonghe education”) in Bank Of Communications Co.Ltd(601328) Hunan Branch was 38.05 million yuan. Because xunlonghe education company failed to pay the principal and interest of the due debt of Bank of communications Hunan Branch on schedule, the company, as the guarantor, had to perform the liability of guarantee and compensation. In order to maintain the company’s credit and avoid significant impact on the company’s production and operation, the company has fulfilled the guarantee responsibility for the loan guarantee during the reporting period, and paid 381531155 yuan of debt principal and interest to Hunan Branch of Bank of communications on behalf of xunlonghe education.
As of December 31, 2021, the company’s accumulated external guarantee balance was 1582476000 yuan, accounting for 41.64% of the company’s audited net assets as of December 31, 2021.
We believe that the company has established a relatively perfect external guarantee management system, strictly abide by the requirements of the articles of association, the company’s external guarantee management measures and other relevant regulations, and the company’s external guarantee decision-making and internal control procedures have been effectively implemented. For the guarantee compensation liability occurred during the reporting period, the company has actively declared the creditor’s rights to the bankruptcy reorganization administrator of xunlonghe education, and entrusted a law firm to sue the debtor xunlonghe education and relevant counter guarantors for recovery, requiring relevant responsible persons to bear corresponding responsibilities; At the same time, the company will further strengthen and improve the follow-up management of external guarantee; Earnestly safeguard the interests of the company and the majority of investors. 8、 Special opinions on the difference of more than 20% between the actual amount and the estimated amount of the company’s daily connected transactions in 2021
The company’s estimate of the amount of daily connected transactions in the next year is mainly based on the possible prediction of the company’s future business development, and the predicted amount is generally listed in the upper limit of the possible business of both parties, with certain uncertainty. In the process of the company’s business development, due to the macro industrial economic environment, the continuous covid-19 pneumonia epidemic (or epidemic prevention and control), various procedures and procedures involved in the actual promotion of the project, there may be some differences between the actual situation and the expected amount. After verification, the total occurrence of the company’s daily related party transactions in 2021 is different from that expected. Mainly due to the impact of the overall economic environment and the sudden covid-19 epidemic and epidemic prevention control in Henan Province in the third and fourth quarters, the company’s business development in Henan has been affected to a certain extent, including the slowdown in the procedures for the signing of follow-up contracts of the original bid winning projects and the slowdown in the development progress of new projects, As a whole, the amount of new contracts and orders signed by the company in 2021 is lower than expected.
The above differences do not harm the interests of the company and minority shareholders, and have no significant impact on the operation and financial status of the company.
9、 Independent opinions on the establishment of the project company between the company and related parties
The company’s overseas investment and the establishment of the project company jointly with related parties comply with the relevant laws and regulations such as the company law, the securities law and the relevant provisions of the articles of association, meet the company’s strategy and business needs, and fulfill the necessary approval procedures. This transaction constitutes a related party transaction, the related directors avoided the voting of the proposal, and the decision-making procedure of related party transactions is legal and compliant. All parties contributed in currency, which did not violate the principles of openness, fairness and impartiality, and did not harm the interests of the company and shareholders. We agree to the matter.
Independent directors: Liu Jinquan, Zeng Yan, Hu Zhiyong, Li Qiming
April 25, 2022
