Zhejiang Busen Garments Co.Ltd(002569)
Opinions of independent directors on matters related to the 18th meeting of the 6th board of directors
separate opinion
In accordance with the guidance on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as independent directors of Zhejiang Busen Garments Co.Ltd(002569) the sixth board of directors, we hereby express independent opinions on relevant matters of the 18th meeting of the sixth board of directors of the company:
1、 Independent opinions on 2021 profit distribution plan
The company’s profit available for distribution in 2021 is negative, and in consideration of the economic situation outside China and the pressure of the company’s terminal sales, in order to ensure the funds required for production and operation, the board of directors recommends that the company’s profit in 2021 should not be distributed or converted from capital reserve to share capital. The company’s profit distribution plan for 2021 complies with laws, regulations and the articles of association.
We believe that the profit distribution plan proposed by the board of directors is in line with the actual situation of the company’s operation and the relevant provisions of the current national accounting policies and the articles of association. The plan does not harm the interests of minority shareholders. We agree with the profit distribution plan proposed by the board of directors of the company.
2、 Independent opinions on the special explanation of the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantee
In strict compliance with the company law, the securities law, the notice on regulating the external guarantee behavior of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association and the company’s external guarantee management system, and in accordance with the principle of seeking truth from facts, the company has carefully understood and verified the external guarantee situation of the company in 2021 and the funds occupied by the controlling shareholders and other related parties, and issued independent opinions as follows:
1. During the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties, any legal entity or individual. The company also has no external guarantee that occurred in previous years and accumulated to December 31, 2021.
2. During the reporting period, the company did not provide guarantees for the current controlling shareholders and their related parties, nor did it directly or indirectly provide guarantees for the guaranteed objects with an asset liability ratio of more than 70%. The company does not provide outstanding guarantees for its holding subsidiaries, and the total amount of external guarantees does not exceed 50% of its net assets.
3. During the reporting period, the company did not have non operating capital transactions with the controlling shareholders and other related parties, nor did the controlling shareholders and other related parties occupy the funds in other disguised ways.
3、 Independent opinions on self evaluation report on internal control of the company
The company’s internal control system complies with national laws and regulations, basic norms of enterprise internal control, supporting guidelines for enterprise internal control and other relevant documents, and meets the actual needs of the company’s business activities. The current internal control system of the company is relatively complete, reasonable and effective. The internal control system runs through all aspects of the company’s production and operation. The internal control activities cover all operation links of the company, forming a relatively standardized internal control system, which can ensure the normal production and operation of the company and reasonably control business risks. The company’s internal control over the management of subsidiaries, related party transactions, external guarantees, use of raised funds, major investment, information disclosure and other aspects is strict, sufficient and effective, which is in line with the actual situation of the company and can ensure the normal operation and management of the company. The company’s self-evaluation report on internal control in 2021 comprehensively and objectively reflects the actual situation of the company’s internal control. Independent directors: Qin Benping, Zhang Li, he Xiaobei April 28, 2022
