Aoyuan Beauty Valley Technology Co.Ltd(000615) independent director
Independent opinions on matters related to the 28th meeting of the 10th board of directors in accordance with the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, as an independent director of Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as the “company”), based on the principle of independent and objective judgment, After reviewing relevant materials and full discussion, the independent opinions on relevant matters considered at the 28th meeting of the 10th board of directors are as follows:
1、 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
In accordance with the relevant provisions and requirements of the company law, the securities law, normative documents and the articles of association, as independent directors of the company, we have carefully inspected and implemented the capital transactions and external guarantees of related parties during the reporting period of the company in a responsible manner to the company, all shareholders and investors and in accordance with the principle of seeking truth from facts. After necessary inspection and inquiry of the company, The following special instructions and independent opinions were issued: 1. During the reporting period, the company had occupied non operating funds of related parties:
After verification, as of October 1, 2021, the company’s related party Shenzhen Kaixian Investment Co., Ltd. has allocated a total of 474 million yuan, which was returned in November 2021. As of December 31, 2021 and the date of issuance of this opinion, there is no fund occupation balance.
2. External guarantees of the company during the reporting period:
(1) Related party guarantee
During the reporting period, the company carried out major asset restructuring, and the related party guarantee was passively formed because the counterparty was the related party of the company. Its essence was that the company continued to perform relevant guarantee obligations for the targeted financing plan and financial institution debt of the transaction target company Jinghan Real Estate Group Co., Ltd. (hereinafter referred to as “Jinghan real estate”) and its subsidiaries according to the signed guarantee contract or agreement. The passive related party guarantee has fulfilled the necessary review procedures and information disclosure obligations in accordance with relevant regulations. The guarantee related measures include the counter guarantee provided by Aoyuan group (Guangdong) Co., Ltd., the sole shareholder of the counterparty, and the company collects guarantee fees from the counterparty.
During the reporting period, the debt of Jinghan real estate’s directional financing plan was overdue. As of March 26, 2022, the overdue principal totaled 181195900 yuan, including 613732 million yuan of litigation related to guarantee. The company has timely performed and disclosed the announcement on the progress of external related party guarantee and possible guarantee liability and other relevant announcements in accordance with relevant regulations.
(2) Guarantee to holding company
During the reporting period, the company and its subsidiaries provided guarantees for the financing of the company’s subordinate holding companies, which fulfilled the necessary review procedures and information disclosure obligations. The guarantee amount was within the limit considered by the general meeting of shareholders, and the guarantee balance was not overdue.
2、 Independent opinions on the company’s profit distribution plan in 2021
In accordance with the provisions of the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant systems, as independent directors of the company, we hereby express the following independent opinions on the company’s profit distribution plan in 2021:
The directors of the company comprehensively consider the performance, actual operation, development stage, medium-term planning and capital arrangement of 2021, and put forward the plan for no profit distribution in 2021, which is in line with the actual situation of the company, combines the long-term interests of shareholders with the future development needs of the company, and complies with the dividend policy specified in the articles of association. The profit distribution plan is legitimate and reasonable, There is no situation that damages the rights and interests of shareholders, especially minority shareholders. Therefore, we agree that the board of directors proposed no profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the company’s self evaluation report on internal control in 2021
We have checked the internal control of the company during the reporting period and made the following comments after reviewing the self-evaluation report on internal control of the company in 2021: after verification, the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
4、 Independent opinions on daily related party transactions
(1) After verification, the board of directors’ explanation of certain differences between the actual and expected daily connected transactions in 2021 is in line with the actual situation. The existing differences belong to the company’s appropriate adjustment according to the actual situation of market and business changes, which is reasonable, does not damage the interests of the company and shareholders, and will not have a significant impact on the company’s financial status and operating results in the current period, Nor did it affect the independence of the company. (2) The daily connected transactions between the company and related parties in 2022 are expected to meet the actual needs of the company’s operation and development and belong to normal commercial transactions; The daily connected transaction follows the principles of openness, fairness and impartiality. The transaction price is determined through consultation with reference to the market pricing. The pricing method is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially the interests of minority shareholders; The daily related party transactions will not adversely affect the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such transactions, and will not affect the independence of the company.
(3) The necessary examination and approval procedures were performed for the daily connected transactions, and the connected directors avoided voting. The voting procedures were in line with relevant laws and regulations, normative documents and the articles of association.
To sum up, we agree on the confirmation of daily connected transactions in 2021 and the expected events of daily connected transactions in 2022.
5、 Independent opinions on applying for comprehensive credit line and guarantee in 2022
After verification, according to the company’s development strategy and business plan in 2022, the company and its subordinate holding company plan to apply for a comprehensive credit line from banks (or other financial institutions and similar financial institutions) and the company or its subordinate holding company to provide guarantee for the comprehensive credit line, in order to meet the needs of the company’s daily production, operation and business expansion for bank credit and other businesses and improve the approval efficiency. The total comprehensive credit line to be applied and the total guarantee line to be provided are not equal to the actual loan amount and guarantee amount of the company and its subordinate holding companies.
We believe that the entities applying for comprehensive credit and guaranteed are companies within the scope of the company’s consolidated statements, the company can effectively control risks, and the decision-making procedures of guarantee comply with relevant laws and regulations, normative guidelines and the provisions of the articles of Association; This item is conducive to raising funds to carry out business, which is in line with the overall interests of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to apply for comprehensive credit line and guarantee in 2022.
6、 Independent opinions on the determination of the remuneration of directors and senior managers in 2021 and the remuneration scheme in 2022
1. We have confirmed the remuneration of directors and senior managers in 2021; The formulation and implementation procedures of the remuneration scheme of the company’s directors and senior managers comply with the provisions of relevant laws and regulations, the articles of association and the company’s remuneration management system, and there is no situation damaging the interests of the company and shareholders.
2. We believe that the company’s procedures for formulating the remuneration plan for directors and senior managers in 2022 are legal and compliant. The contents of the plan comprehensively consider the remuneration level of the market and industry and the assessment requirements of the company. We unanimously agree on the remuneration plan for non independent directors and senior managers in 2022, And agreed to submit the determination of the remuneration of non independent directors in 2021 and the remuneration scheme of non independent directors in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinion on reappointment of 2022 audit institution
After verification, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) is an accounting firm that complies with the provisions of the securities law, has the experience and ability to provide audit services for listed companies, can audit the company’s financial situation objectively and truly, and meet the requirements of the company’s audit work in 2022. The company’s renewal of the accounting firm will not affect the audit quality of the company’s financial statements. At the same time, the renewal has performed the necessary deliberation procedures, complied with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no damage to the interests of the company and all shareholders. We unanimously agree that the company will renew the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
8、 Independent opinions on using part of its own funds to purchase financial products
On the premise of not affecting the daily operation of the company, using some of its own funds to buy financial products with high safety, good liquidity, low risk and meeting relevant requirements is conducive to improving the use efficiency and income level of its own funds on the premise of risk control, which is in line with the interests of the company. The purchase of financial products has gone through the necessary examination and approval procedures, complies with the relevant provisions of laws, regulations and normative guidelines, and does not harm the interests of the company and all shareholders, especially minority shareholders. Therefore, it is agreed that the company and its subordinate holding companies use part of their own funds to purchase financial products.
9、 The independent opinion on the special explanation of the matters involved in the non-standard audit opinion of the 2021 financial report has been fully communicated and confirmed with the board of directors and the annual audit accountant. We believe that the audit report of China audit Zhonghuan Certified Public Accountants (special general partnership) issued the non-standard opinion on the 2021 financial report of the company according to the relevant conditions, and the special explanation of the board of directors on the relevant matters objectively reflects the actual situation of the company, As an independent director of the company, we agree with the special instructions of the board of directors. At the same time, we hope that the board of directors and the management will take effective measures to reduce and eliminate the impact of such matters on the company, so as to safeguard the rights and interests of the company to the greatest extent, protect the interests of small and medium-sized investors, and fulfill the obligation of information disclosure in a timely manner in strict accordance with relevant regulations.
Independent directors: Fu Xijun, Qu Yonghai, Huang Weimin April 29, 2022
