Special notes and independent opinions of independent directors on relevant matters of the 19th meeting of the 10th board of directors and the 2021 board of directors
5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company”) the 19th meeting of the 10th board of directors and the 2021 annual board of directors were held on April 27, 2022 in the form of a combination of on-site meeting and online meeting as independent directors of the company, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, based on independent judgment, The following special notes and independent opinions are issued on the relevant matters considered at this meeting:
1、 Special instructions and independent opinions on the company’s funds occupied by controlling shareholders and other related parties and the company’s accumulated and current external guarantees
In accordance with the requirements of relevant regulations such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (zjf [2022] No. 26) of the CSRC, we are responsible for the company, all shareholders and investors and on the principle of seeking truth from facts, And the occupation of the company’s funds by the company’s controlling shareholders and other related parties have been carefully checked and implemented. Combined with the 2021 annual audit report issued by China audit Zhonghuan Certified Public Accountants (special general partnership) for the company and the special instructions on the occupation of funds by the controlling shareholders and other related parties in 2021, we explain the relevant situations as follows:
1. The company can conscientiously implement the provisions of relevant laws, regulations, normative documents and the articles of association, such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (zjf [2022] No. 26), strictly regulate the capital transactions of related parties and strictly strengthen the capital management. There is no non operational occupation of the company’s funds by controlling shareholders and other related parties during the reporting period, There are no illegal related parties occupying the company’s funds in previous years and accumulated to December 31, 2021. During the reporting period, the company did not have any non operating related creditor’s rights and debts. The capital transactions between the company and other related parties were capital transactions formed in the normal process of operation. The transaction procedures were legal and the pricing was fair, which did not harm the interests of the company and all shareholders.
2. The company strictly controlled the risk of external guarantee in accordance with relevant regulations, standardized the behavior of external guarantee, and there was no guarantee event in violation of relevant regulations. During the reporting period, the company and its subsidiaries did not provide guarantees to the controlling shareholders and actual controllers. The amount of guarantee provided to the parent company and subsidiaries in the consolidated statement is RMB 258862 million, which is not more than the amount of guarantee provided to the parent company and subsidiaries in the consolidated statement period, Among them, the guarantee balance actually provided by the company to the subsidiaries within the scope of the consolidated statements is 2305592000 yuan, accounting for 24.49% and 21.81% of the net assets of the Company attributable to the shareholders of the parent company in the latest audit respectively. There is no overdue guarantee amount, no guarantee amount involved in litigation and the loss amount to be borne due to the judgment of losing the guarantee. The above guarantees are provided to support the business development needs of subsidiaries, and have fulfilled the approval procedures of the board of directors and the general meeting of shareholders in accordance with relevant regulations. The decision-making procedures are legal and do not harm the interests of the company and shareholders.
2、 Independent opinions on the company’s profit distribution plan in 2021
Based on the current total share capital of 2355500851 shares, the company distributed cash of 0.08 yuan (including tax) to all shareholders for every 10 shares. This time, the company distributed a total cash dividend of 1884400681 yuan, accounting for 10.42% of the distributable profits in the current period of the consolidated statements.
The dividend standard and dividend proportion of the above profit distribution plan are clear, in line with the provisions of the articles of association that “the profit distributed in cash every year shall not be less than 10% of the distributable profit realized in the current year”, and meet the relevant provisions of the plan for shareholders’ dividend return in the next three years (20202022) issued by the company. The plan is in line with the actual situation of the company and can realize the reasonable return on investment of the company to investors and take into account the sustainable development of the company. The independent directors agree to the plan for profit distribution of the company in 2021. The profit distribution plan has been deliberated and approved by the board of directors of the company and is proposed to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the deliberation procedure is legal and compliant.
3、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
According to the relevant laws and regulations on the governance of listed companies and in combination with the guidelines on internal control of listed companies of Shenzhen Stock Exchange, we have carefully reviewed the company’s self-evaluation report on internal control in 2021 and have a detailed understanding of the relevant situation. Now we express the following independent opinions on the self-evaluation of the company’s internal control:
The company has established a relatively complete and effective internal control system for the main businesses and matters of the units included in the evaluation scope in accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other relevant provisions and regulatory requirements on internal control, combined with its own actual situation. The internal control system is relatively comprehensive and operable, and has been well implemented in the process of operation, It ensures that all business activities of the company are carried out in a standardized and orderly manner, plays a better role in supervising and guiding the standardized operation of the company, effectively prevents and controls the internal business risks of the company, and plays a positive role in supporting and promoting the healthy and steady development of the company. The company’s internal control system is free from major and important defects or abnormalities. The company’s internal control over subsidiary management, related party transactions, external guarantees, major investments, information disclosure and other aspects is strict, sufficient and effective. During the reporting period, the company did not violate the guidelines on internal control of listed companies and the company’s internal control system. We agree that the 2021 annual internal control self-evaluation report of the company is prepared in accordance with the basic norms of enterprise internal control and the rules for the preparation of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report, which comprehensively, objectively and truly reflects the actual situation of the construction, operation and supervision of the company’s internal control system. The procedures and methods of internal control evaluation, internal control defect identification standards and continuous improvement measures formulated by the company are highly operable, which is conducive to enhancing the ability of internal control governance, improving the efficiency of internal control governance and improving the internal control governance environment.
The company’s internal control and management is a continuous and long-term process, a systematic and complex work, which needs to be continuously improved and improved. With the development of the company and the change of the external business environment, the company still needs to further improve and improve the internal control management system to make the company’s internal control systems more scientific, systematic, effective and feasible. 4、 Independent opinion on the statement of impairment test after the expiration of performance commitment of assets purchased by cash payment
Whereas the company’s subsidiary Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. (hereinafter referred to as “Beijing 5I5J Holding Group Co.Ltd(000560) “) has purchased 100% equity of Hunan blue ocean purchase enterprise planning Co., Ltd. (hereinafter referred to as “Blue Ocean purchase”) in cash, and the performance commitment period involved in the purchase has expired, in accordance with the measures for the administration of major asset restructuring of listed companies and other relevant provisions, Beijing 5I5J Holding Group Co.Ltd(000560) entrusted Beijing Yachao Assets Appraisal Co., Ltd. to evaluate the market value of all shareholders’ equity of lanhaigou as of December 31, 2021, and issued the “value of all shareholders’ equity of Hunan lanhaigou enterprise planning Co., Ltd. due to the performance commitment of Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. involving the final impairment test” (Beijing Yachao Ping Bao Zi (2022) No. a118), as of December 31, 2021, The assessed value of the total equity of the blue ocean option is 1819.8 million yuan. After deducting the influence of Beijing 5I5J Holding Group Co.Ltd(000560) and the newly expanded business of the blue ocean option, the total equity value is 704.72 million yuan, which is greater than the valuation level corresponding to the cost of Beijing 5I5J Holding Group Co.Ltd(000560) paying cash to purchase 100% equity of the blue ocean option. The blue ocean option held by the company through Beijing 5I5J Holding Group Co.Ltd(000560) is not impaired.
Based on the above situation, Beijing 5I5J Holding Group Co.Ltd(000560) prepared the statement on impairment test at the expiration of performance commitment of paying cash to purchase assets. The auditor Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the special assurance report on the impairment test report of Beijing 5I5J Holding Group Co.Ltd(000560) real estate brokerage Co., Ltd. on December 31, 2021 [Ernst & Young Huaming (2022) Zi No. 61480299a02]. The independent financial consultant Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on the achievement of performance commitments and asset impairment of 5I5J Holding Group Co.Ltd(000560) major asset purchase in 2021. The independent directors believe that the impairment test procedures performed by the company for the assets injected into the major asset restructuring are legal and effective, and the test results reasonably and fairly reflect the impairment test of the assets injected into the major asset restructuring of the company. The decision-making procedure of this matter complies with the relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. We agree with the description of the impairment test.
5、 Independent opinions on the provision for credit impairment and asset impairment in 2021
Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the total amount of credit impairment loss and asset impairment loss accrued by the company in 2021 is 16187299674 yuan.
The company’s provision for asset impairment this time complies with the principle of prudence, the standard and basis of provision are reasonable and sufficient, in line with the provisions of the accounting standards for business enterprises and relevant accounting systems of the company, and the provision for impairment provision fully takes into account market factors, which can fairly reflect the company’s asset status and operating results, in line with the actual situation of the company and the interests of the company and all shareholders; The internal decision-making procedure of the provision is legal and compliant, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree with the company’s provision for impairment this time.
6、 Independent opinions on confirming the remuneration of directors, supervisors and senior managers in 2021
As an independent director of the company, we checked the remuneration implementation of the directors, supervisors and senior managers of the company in 2021. We believe that the remuneration of the directors, supervisors and senior managers of the company in 2021 is implemented in combination with the actual operation of the company, in line with the remuneration and relevant performance management measures formulated by the company, which is conducive to encouraging the core personnel of the company to be loyal to their duties, diligent and responsible, and conducive to the long-term development of the company. The remuneration disclosed in the 2021 annual report is reasonable and true. The remuneration distribution procedure complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders, especially minority shareholders.
7、 Independent opinions on providing guarantee amount for debt financing of subsidiaries in 2022
The amount of guarantee provided by the company for the debt financing of its subsidiaries in 2022 is expected to meet the actual business needs of the company and its subsidiaries, improve decision-making efficiency, solve the funds required for the operation and development of its subsidiaries within the scope of consolidated statements, effectively promote the healthy development of its subsidiaries’ business and enhance shareholders’ return. The operation of the guaranteed objects is in good condition, and they are all wholly-owned subsidiaries within the scope of the company’s consolidated statements. The company can control relevant risks through effective management. The guarantee has fulfilled the corresponding decision-making procedures. The decision-making procedures are legal and effective, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The independent directors agreed that the amount of guarantee provided by the company for the debt financing of its subsidiaries in 2022 should not exceed 3.933 billion yuan, and agreed to submit the matter to the 2021 annual general meeting of shareholders for deliberation and approval after the deliberation and approval of the board of directors.
8、 Independent opinions on the phased financing guarantee provided by the wholly-owned subsidiary to customers in 2022
In 2022, Shanghai Gongxin Financing Guarantee Co., Ltd., a wholly-owned subsidiary of the company, provided financing guarantee for customers with loan needs within its business scope. The above phased financing guarantee for customers meets the actual needs of the company’s business development, the deliberation procedures are legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The independent directors agree that the wholly-owned subsidiary will provide phased financing guarantee for customers in 2022.
9、 Independent opinions on the use of part of its own funds for investment in Securities and financial products
1. Independent opinions on the investment of securities and financial products in 2021
After review, the independent directors of the company believe that: the company has established a relatively comprehensive internal control system for securities and financial products investment, and the securities and financial products investment carried out by the company during the reporting period did not violate the provisions of relevant laws, regulations and normative documents, and met the relevant provisions of the articles of association and the securities investment management system; During the reporting period, the company’s investment in Securities and financial products came from the company’s idle own funds. The scale of funds was controllable, and the safety of funds could be effectively guaranteed, which did not affect the normal development of the company’s business. 2. In view of the independent opinions on the investment of securities and financial products with part of its own funds in 2022, the company and its subsidiaries intend to use its own idle funds with a total investment amount of no more than 3300 million yuan to invest in Securities and financial products in 2022, which will help to improve the efficiency of the company’s capital use and improve the company’s investment income, will not affect the normal development of the company’s main business, and is in the interests of the company and all shareholders. With regard to the investment of securities and financial products with its own idle funds, the company has formulated internal control systems such as securities investment management system and established a long-term working mechanism, which can effectively control investment risks and ensure the safety of the company’s funds. The investment and its deliberation procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and there is no behavior damaging the interests of minority shareholders. The independent directors agreed to the proposal on using part of their own funds to invest in Securities and financial products.
10、 Special explanation on the difference between the actual amount and the estimated amount of daily related party transactions of the holding subsidiary in 2021 and independent opinions on the prediction of daily related party transactions of the subsidiary in 2021
1. Special explanation on the difference between the actual amount and the estimated amount of the subsidiary’s daily related party transactions in 2021
In 2021, the actual annual related purchase amount of the company’s subsidiaries due to the purchase of real estate network promotion service products was 243690300 yuan, which did not exceed the amount of 270 million Yuan approved by the board of directors in 2021. However, the actual transaction amount between the company’s subsidiaries and each related person was different from the expected amount. After checking the actual amount and estimated amount of daily related party transactions in 2021, we believe that the board of directors of the company has reviewed the actual amount of daily related party transactions in 2021 and confirmed the legality and compliance. The total amount of daily related party transactions actually occurred does not exceed the approved amount, which will not affect the company
