Xcmg Construction Machinery Co.Ltd(000425) independent director
About the 56th meeting of the 8th board of directors of the company (Provisional)
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the governance of listed companies, the guidelines for the internal control of listed companies of Shenzhen Stock exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association of the company, As an independent director of the company, based on the attitude of seeking truth from facts, being serious and responsible, and based on the position of independent judgment, we express independent opinions on the relevant bills and matters considered at the 56th meeting (Interim) of the eighth board of directors of the company as follows:
1、 Independent opinions on daily connected transactions in 2022
The board of directors of the company’s explanation that there is a certain difference between the actual and expected daily connected transactions from January to November 2021 is in line with the market situation and the actual situation of the company. The daily connected transactions that have occurred are all transactions required for the company’s normal business, in line with the actual situation of the company and the market, and in line with the provisions of laws and regulations; The transaction price is determined with reference to the market price and does not harm the interests of the company and minority shareholders.
The company has estimated the related party transactions in 2022, and the content and amount are required by the company’s production and operation in 2022. The decision-making procedures of the company’s connected transactions comply with the requirements of relevant provisions such as the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company, and do not harm the interests of the company and minority shareholders.
In view of this, we agree to the proposal on daily connected transactions expected in 2022. 3、 Independent opinions on providing guarantee amount for mortgage business, financial leasing business and supply chain financial business
In 2022, the company and its related subsidiaries provided repurchase guarantee for mortgage sales business, with a guarantee amount of no more than RMB 7.5 billion, each guarantee period of no more than 5 years, and the service life of the guarantee amount of no more than 1 year.
In 2022, the company and its related subsidiaries provided equity purchase guarantee for financial leasing business within the cooperation limit. Among them, the lease term of a single financial lease contract shall not exceed 6 years, the cumulative guarantee amount under the cooperation shall not exceed RMB 33 billion, and the service life of the guarantee amount shall not exceed 1 year.
In 2022, the company and its related subsidiaries provided repurchase guarantee for supply chain finance business, with a guarantee amount of no more than 10 billion yuan, a guarantee period of no more than 3 years and a guarantee period of no more than 1 year.
The above mortgage business and financial leasing business are generally used in the construction machinery industry, which is conducive to promoting the company’s product sales and expanding market share. The development of these two businesses has actively promoted the sales of the company’s products, and the company has received strong support from market promotion. Supply chain financial business is a financial service that extends financial services to the upstream supply front end and downstream consumption terminals and covers the whole industrial chain, which is conducive to XCMG to improve the synergy of the supply chain and reduce the operation cost. The guarantee provided by the company complies with the provisions of relevant laws, regulations, normative documents and the articles of association of the company, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
In view of this, we agree to the proposal on providing guarantee amount for mortgage business, financial leasing business and supply chain finance business.
Signature of independent directors on January 18, 2022 (in order of surname strokes):
Wang Feiyue, Kuang Shidao, Zhou Wei, Geng Chengxuan
