S.F.Holding Co.Ltd(002352) independent director
Independent opinions on relevant matters of the 21st Meeting of the 5th board of directors of the company
In accordance with the relevant provisions of 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 governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association of S.F.Holding Co.Ltd(002352) (hereinafter referred to as the “company charter”), I am an independent director of S.F.Holding Co.Ltd(002352) (hereinafter referred to as the “company”), Having carefully reviewed the meeting materials of the 21st Meeting of the 5th board of directors of the company, after careful analysis and in the attitude of seriousness, responsibility and independent judgment, we hereby express independent opinions on the relevant matters of the 21st Meeting of the 5th board of directors of the company as follows:
1、 Independent opinions on the estimation of daily connected transaction limit in 2022
The estimated amount of the company’s daily connected transactions in 2022 is based on the normal business operation of the company and meets the actual business needs of the company. The connected transactions follow the principles of fairness, impartiality and openness, and the pricing basis is fair and reasonable, which is in line with the interests of the company and all shareholders. The procedures for the board of directors to consider and vote on this connected transaction are legal and effective. We unanimously agree on the estimated amount of daily connected transactions in 2022 and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the prediction of guarantee amount provided by subsidiaries to subsidiaries
The guarantee line provided by the company’s subsidiaries to the subsidiaries is expected to meet the needs of each subsidiary’s application for bank credit and business activities. The guaranteed are all subsidiaries of the company. The external guarantee decision-making procedure is legal and does not harm the interests of the company and small and medium-sized shareholders. Therefore, we agree to the expected amount of guarantee provided by the company’s subsidiaries to the subsidiaries, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on cancellation of shares in special securities account for repurchase
The cancellation of shares in the special securities account for repurchase this time complies with the provisions of relevant laws and regulations, the procedures are legal and compliant, and will not affect the continuous operation of the company or damage the interests of the company and all shareholders. We agree to cancel the repurchase of shares in the special securities account, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of S.F.Holding Co.Ltd(002352) independent directors’ independent opinions on relevant matters of the 21st Meeting of the Fifth Board of directors of the company)
Signature of independent director:
Zhou Zhonghui, Jin Li
Ye Diqi, Zhou Yongjian
January 26, 2022
