Allwin Telecommunication Co.Ltd(002231) independent directors
Independent opinions on matters related to the inquiry letter of the 2021 annual report of Shenzhen Stock Exchange
According to the requirements of the inquiry letter on the annual report of Allwin Telecommunication Co.Ltd(002231) 2021 (annual report inquiry letter [2022] No. 196 of the company Department) (hereinafter referred to as the “inquiry letter”) issued by Shenzhen Stock Exchange, as an independent director of Allwin Telecommunication Co.Ltd(002231) (hereinafter referred to as the “company”), we have carefully analyzed and verified the questions of the inquiry letter and expressed independent opinions on relevant issues as follows:
6. At the end of the reporting period, the controlling shareholder of your company Ruili Ruili Bay Tourism Development Co., Ltd. (hereinafter referred to as “Ruili bay”) held 81225000 shares of the company, accounting for 23.42% of the total share capital of the company. All its shares have been pledged, judicial frozen and waiting to be frozen. The court has accepted the creditor Wanxiang Trust Co., Ltd.’s application for bankruptcy liquidation of Ruili Bay and appointed an administrator. In addition, Shan Chuan, the actual controller of your company, was sentenced to 12 years’ imprisonment in the first instance for the crime of falsely issuing special VAT invoices.
(2) Please explain the implementation of your company’s internal control system related to preventing the occupation of major shareholders’ funds and illegal guarantee, and check and explain whether there are situations in which major shareholders occupy or occupy the funds of Listed Companies in disguised form and illegal guarantee; In addition to the above pledged and frozen shares, whether there are other rights restrictions on your company’s shares held by the controlling shareholder. If so, please explain the specific circumstances and timely perform the obligation of information disclosure according to the regulations. The annual audit accountant and independent directors are requested to check and express clear opinions.
1. Opinions of independent directors on whether major shareholders occupy or occupy the funds of Listed Companies in disguised form and illegal guarantee:
The company strictly follows the internal control system to prevent the occupation of funds by major shareholders or illegal guarantee. We have carefully checked and understood the external guarantee of the company and the funds occupied by the controlling shareholders and other related parties. In 2021, the controlling shareholders and actual controllers of the company did not occupy the company’s funds, there was no occupation of non operating funds by the controlling shareholders and other related parties, and there was no occupation of the company’s funds in other disguised ways. In 2021, neither the company nor its holding subsidiaries provided external guarantees, nor provided guarantees for controlling shareholders and other related parties, and there was no illegal guarantee.
2. Opinions of independent directors on whether there are other rights restrictions on the company’s shares held by the controlling shareholder in addition to pledge and freezing:
After verification, as of the date of this announcement, all 81225000 shares of the company held by ruiliwan, the controlling shareholder of the company, have been pledged and frozen. In addition to the above pledged and frozen shares, there are no other rights restrictions on the shares of the company held by ruiliwan.
Independent directors: Fang Hua, Wang Yuhang and Zhu Xiangbing May 20, 2022
