Independent opinions of independent directors on the verification of relevant matters in the inquiry letter [2022] No. 207 of the annual report of the growth enterprise market of Shenzhen Stock Exchange
Shenzhen Stock Exchange:
As independent directors of Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478) (hereinafter referred to as “the company”), in line with the working attitude of seeking truth from facts, being serious and responsible, based on the position of independent and objective judgment, and in accordance with the requirements of your gem annual report inquiry letter [2022] No. 207 (hereinafter referred to as “the inquiry letter”), we have carefully verified the relevant matters required to be verified in the inquiry letter and issued clear independent opinions. The details are as follows:
Relevant contents of the inquiry letter: it is disclosed in the annual report that your company borrowed funds from related parties during the reporting period. Please explain the difference between the interest level of capital lending and that of other financing channels of your company during the reporting period, and explain whether the pricing of relevant capital lending transactions is fair in combination with the above situation. Independent directors are requested to verify the above matters and express independent opinions.
We checked the materials of the sixth meeting of the Fourth Board of directors, the fifth extraordinary general meeting of the company in 2021, the eleventh meeting of the Fourth Board of directors and the seventh extraordinary general meeting of the company in 2021. The relevant meetings of the company comply with the provisions of relevant laws and regulations and relevant systems of the company, and the necessary procedures have been performed. The meetings are legal and effective; We have verified the relevant loan agreement signed between Zhejiang Donghang Holding Group Co., Ltd. (hereinafter referred to as “Donghang group”) and its actual controller Hu min, which provides financial assistance to the company and the company. The agreement is in line with the provisions of relevant laws and regulations and is legal and effective; We checked the interest level of inter-bank lending during the reporting period. As stated in the inquiry letter of the company’s annual report, the interest rate agreed in the relevant loan agreement shall not exceed 6%, and the bank loan interest rate of the same grade of the company in the same period is 4.95%, which is 1.05% higher than that of bank loans; The company’s loans in the bank have been secured by the company’s land, plant and other assets. The risk coefficient of the bank is small, so the interest rate is relatively low. At present, due to the occupation of funds by the original actual controller, unresolved illegal guarantees and illegal loans, freezing of some bank accounts and relative difficulties in bank loans, the interest rate price of the Liquidity Fund support provided by related parties is lower than that of the same grade of fund lending in the market in the same period, and the company cannot obtain financial assistance from other third parties at the same interest rate. As a new major shareholder of the company, Donghang group provides financial support to the company for the purpose of stabilizing enterprise production and supplementing enterprise working capital.
To sum up, we believe that the pricing of the above related capital lending transactions is reasonable and fair, and there is no situation that damages the interests of the company and the interests of minority shareholders.
Independent director: Wu Changshun, Chen Yuanzhi, Fu Shuwei
May 19, 2022
