Shenzhen Huakong Seg Co.Ltd(000068)
Opinions on the seventh interim meeting of the 13th independent board of directors
As an independent director of Shenzhen Huakong Seg Co.Ltd(000068) (hereinafter referred to as “the company”), we carefully review relevant materials with a serious, responsible and realistic attitude in accordance with the provisions of the rules for independent directors of listed companies of China Securities Regulatory Commission, the stock listing rules of Shenzhen Stock Exchange and the requirements of the articles of association and the independent director system, We hereby express our independent opinions on the relevant matters deliberated and adopted at the 13th interim meeting of the seventh board of directors of the company as follows:
1、 Independent opinions on the company’s non-public offering plan (Revised Draft)
In combination with the update of financial data, the company revised the company’s stock plan for non-public development banks accordingly. This revision is conducive to promoting the smooth implementation of this non-public offering of shares. The content of the revised plan is reasonable and feasible, in line with the provisions of relevant laws, regulations, normative documents and relevant regulatory guidance requirements, and there is no damage to the interests of the company and shareholders, especially minority shareholders. The deliberation and decision-making procedures of this matter are legal and compliant, and the related directors have avoided voting.
Therefore, we express our independent opinions on the non-public offering plan (Revised Draft).
2、 Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s non-public offering of shares
Due to the updated financial data, the company revised the feasibility analysis report on the use of funds raised by non-public offering of shares accordingly. This revision is conducive to promoting the smooth implementation of this non-public offering of shares. The funds raised in this non-public offering will be repaid through interest bearing loans, which can reduce the company’s asset liability ratio, improve the company’s capital structure, enhance financial stability and prevent financial risks; It is conducive to easing the company’s capital pressure, reducing financial expenses, improving the company’s profitability and enhancing the company’s development potential.
Therefore, we express our independent opinions on the feasibility analysis report (Revised Version) on the use of funds raised by the company’s non-public offering of shares.
3、 Independent opinions on the commitment of the company and its controlling shareholders, directors and senior managers to dilute the immediate return of the non-public offering of A-Shares and take filling measures
In combination with the update of financial data, the company has revised the relevant contents of diluted immediate return, filling measures and commitments of relevant subjects of non-public offering of shares accordingly, which meets the provisions of relevant laws, regulations and normative documents and relevant regulatory guidance requirements, meets the requirements of the company’s actual operation and sustainable development, is reasonable and feasible, and is conducive to protecting the legitimate rights and interests of investors, There is no situation that damages the interests of the company or all shareholders. The deliberation and decision-making procedures of this matter are legal and compliant.
Therefore, we express our independent opinions on the diluted immediate return and filling measures of the non-public offering of A-Shares and the commitments of the controlling shareholders, directors and senior managers on the diluted immediate return and filling measures of the non-public offering of a shares.
4、 Independent opinions on providing financial assistance to holding subsidiaries
The company provided financial assistance to the wholly-owned subsidiary Shenzhen Huakong Kaidi Investment Development Co., Ltd., the wholly-owned subsidiary Beijing Zhonghuan Century Engineering Design Co., Ltd. and the holding subsidiary Qian’an Huakong Environmental Investment Co., Ltd., which is conducive to supporting the operation and development of the subsidiary. The company has taken necessary risk control measures to ensure the safety of funds and performed necessary review procedures. The financial assistance charges the loan interest according to the financial loan interest rate of the company in the same period, the pricing is fair, the decision-making procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
According to the above opinions, we agree that the company will provide financial assistance to the wholly-owned subsidiary Shenzhen Huakong Kaidi Investment Development Co., Ltd., the wholly-owned subsidiary Beijing Zhonghuan Century Engineering Design Co., Ltd. and the holding subsidiary Qian’an Huakong Environmental Investment Co., Ltd.
5、 Independent opinions on applying for loan extension from controlling shareholder Donghua Rongtai
This loan extension is based on the company’s capital needs. This related party transaction follows the principles of market fairness, impartiality and openness, which is in line with the interests of the company and all shareholders. There is no case that related parties infringe on the interests of the company and damage the interests of all shareholders, especially small and medium-sized shareholders. The voting procedures of the board of directors of the company comply with relevant laws and regulations, normative documents and the articles of association, and the related directors avoided voting.
Therefore, we agree to apply to the controlling shareholder huarongtai for loan extension and related party transactions, and submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposed appointment of the company’s annual audit accounting firm
Lianda Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, has rich experience and professional quality in providing audit services for listed companies, can meet the needs of the company’s financial audit, can independently audit the company’s financial situation, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. The deliberation and voting procedures of the accounting firm proposed to be appointed by the board of directors comply with the company law, the securities law, the articles of association and other relevant laws and regulations.
Therefore, we agree to appoint Lianda Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Fan Yunping, Ma Yunhong
May 20, 2002
