Independent directors’ opinions on relevant matters of the 19th meeting of the 11th board of directors
Independent opinion of
According to the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and Huasu Holdings Co.Ltd(000509) (hereinafter referred to as the “company”), the articles of association and the rules of procedure of the board of directors of China Securities Regulatory Commission According to the relevant provisions of the working system of independent directors, as an independent director of the company, we have carefully reviewed the relevant matters considered at the 19th meeting of the 11th board of directors and carefully reviewed the relevant materials provided by the company. Based on the principle of independent and objective judgment, we hereby express our independent opinions as follows:
1、 Independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties
According to the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies (zjf [2003] No. 56), as an independent director of the company, we have verified the funds occupied by the controlling shareholders and other related parties of the company. We believe that as of December 31, 2021, It is not found that the company’s controlling shareholders and other related parties occupy the company’s funds.
2、 Special notes and independent opinions on the company’s accumulated and current external guarantees
As an independent director of the company in accordance with the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), We have carefully understood and verified the company’s accumulated external guarantee and the current external guarantee in 2021, and now give the following explanations and independent opinions:
We believe that during the reporting period, the company earnestly implemented the relevant provisions, and there were no new external guarantees and external guarantees that occurred in the early stage but have not been fulfilled.
3、 Independent opinions on 2021 profit distribution plan
According to the audit report dxsz [2022] No. 14-00002 issued by Daxin Certified Public Accountants (special general partnership), the company realized an operating income of 294590261.33 yuan in 2021, the net profit attributable to shareholders of the listed company in the consolidated statement was -5645092.93 yuan, and the undistributed profit of the parent company at the end of the period was -1226482886.66 yuan (profit available for distribution by investors), Without the conditions for profit distribution, we recognize that the company will not distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021, and agree to submit the plan to the general meeting of shareholders for deliberation.
4、 Independent opinions on the company’s self-evaluation report on internal control in 2021
According to the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 2 – matters related to the disclosure of periodic reports, we have reviewed the company’s self-evaluation report on internal control in 2021, and we believe that:
1. The company’s self-evaluation report on internal control in 2021 objectively reflects the actual situation of corporate governance and internal control;
2. With the gradual deepening and improvement of national laws and regulations, the company should adaptively adjust the current internal control system to continuously improve the corporate governance structure and improve the standard operation level.
5、 Independent opinions on the deposit and use of the company’s raised funds in 2021
By consulting the company’s special report on the deposit and use of raised funds in 2021, we believe that the deposit and actual use of raised funds in 2021 comply with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the company’s management system of raised funds of the CSRC, The company’s special report on the storage and use of raised funds in 2021 truly, accurately and completely reflects the storage, use and management of raised funds in 2021.
6、 Independent opinions on the renewal of accounting firm
In view of the fact that Daxin Certified Public Accountants (special general partnership) was able to comply with the provisions of the independent auditing standards for Chinese Certified Public Accountants in its audit work in 2021, diligently and dutifully, reasonably and fairly express independent audit opinions, and the annual audit report issued objectively and truly reflects the current financial status and operating results of the company, We agree to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the company’s financial report and internal control audit institution in 2022.
7、 Independent opinions on the daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
The daily related party transactions of the company belong to the normal production and operation activities of the company, and the parties to the transaction shall implement them in strict accordance with the agreement. The expected events of daily related party transactions in 2022 meet the actual operation and development needs of the company, the pricing is fair, the related party transactions are fair and reasonable, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the daily related party transactions in 2021 and the expected daily related party transactions in 2022.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 19th meeting of the 11th board of directors) independent directors:
Wen Hongxing, Zhang Hong, Jiang Ying
January 16, 2002
