Hebei Huijin Group Co.Ltd(300368)
Independent directors’ opinions on relevant matters of the 21st Meeting of the 4th board of directors of the company
Independent opinion of
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of association and other relevant rules and regulations, we are independent directors of Hebei Huijin Group Co.Ltd(300368) (hereinafter referred to as ” Hebei Huijin Group Co.Ltd(300368) ” or “the company”), In line with the principle of being responsible to all shareholders and the company, based on the position of seeking truth from facts and independent judgment, and adhering to the scientific and rigorous working attitude, the independent opinions on the relevant matters considered at the 21st Meeting of the Hebei Huijin Group Co.Ltd(300368) Fourth Board of directors are as follows:
1、 Independent opinions on daily connected transactions of the company in 2022
The company’s prediction of daily connected transactions is based on the needs of future development plans. The price of connected transactions refers to the fair market price, which will not affect the independence of the company or damage the interests of shareholders of the company, especially minority shareholders. The deliberation procedures and contents of the company’s expected daily related party transactions comply with the requirements of laws and regulations and the articles of association, and the related directors avoid voting. To sum up, we agree to the proposal on the expected daily connected transactions of the company in 2022 and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the company’s termination of the 2020 restricted stock incentive plan
Upon review, the company’s termination of this restricted stock incentive plan does not harm the interests of the company and all shareholders, especially the interests of minority shareholders, and does not violate the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. Therefore, we unanimously agree that the company will terminate the 2020 restricted stock incentive plan.
3、 Independent opinions on the termination of entrusted operation and management of Shenzhen Huarong construction investment commercial factoring Co., Ltd. and related party transactions by Shijiazhuang Huijin Supply Chain Management Co., Ltd., a holding subsidiary
After verification, we believe that:
1. The termination of the entrusted operation of the company will not affect the scope of the company’s consolidated statements and the company’s sustainable operation ability. There is no horizontal competition between Huarong construction investment and the company. The termination of the entrusted operation meets the needs of the company’s operation and development and does not damage the interests of the company and all shareholders, especially minority shareholders. 2. The company has fulfilled the necessary deliberation procedures for this connected transaction in accordance with the guidelines for the standardized operation of companies listed on the gem, the rules for the listing of shares on the gem, the articles of association and other relevant requirements. The company’s connected directors Mr. Cui Zhongmin, Mr. Yang Zhenxian and Mr. Guo Junkai avoided voting on this proposal.
In conclusion, we recognize and agree that the company terminates the entrusted operation of Huarong construction investment and related party transactions, and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the termination of entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions by Shijiazhuang Huijin Supply Chain Management Co., Ltd., a holding subsidiary
After verification, we believe that:
1. The termination of the entrusted operation of the company will not affect the scope of the company’s consolidated statements and the company’s sustainable operation ability. There is no horizontal competition between Zhenghong financing and the company. The termination of the entrusted operation meets the needs of the company’s operation and development and does not damage the interests of the company and all shareholders, especially minority shareholders. 2. The company has fulfilled the necessary deliberation procedures for this connected transaction in accordance with the guidelines for the standardized operation of companies listed on the gem, the rules for the listing of shares on the gem, the articles of association and other relevant requirements. The company’s connected directors Mr. Cui Zhongmin, Mr. Yang Zhenxian and Mr. Guo Junkai avoided voting on this proposal.
To sum up, we recognize and agree that the company terminates the entrusted operation of Zhenghong financing and related party transactions, and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters of the 21st Meeting of the Fourth Board of directors)
independent director:
Shi Yuqiang, sang Yu, Wei Huisheng
January 19, 2022
