Independent Directors' Independent Opinion on Matters Related to the 25th Meeting of the 7th Board of Directors
According to the "Guiding Opinions on Establishing an Independent Director System in Listed Companies," the "Guidelines for the Standardized Operation of Small and Medium-Sized Enterprises Listed on the Shenzhen Stock Exchange," the "Articles of Association," and the "Work System for Independent Directors," the independent directors have conducted a review of the following matters and expressed their independent opinions.
1. Special Explanation and Independent Opinion on the Occupation of Company Funds by Controlling Shareholders and Other Related Parties, and External Guarantees
We have carefully examined the situation regarding the occupation of funds by the company's controlling shareholders and other related parties, as well as the external guarantees, and hereby express the following independent opinions:
- The company strictly adheres to the China Securities Regulatory Commission's "Notice on Regulating Fund Transactions Between Listed Companies and Related Parties and External Guarantees" (Zheng Jian Fa [2003] No. 56) and "Notice on Regulating External Guarantee Behavior of Listed Companies" (Zheng Jian Fa [2005] No. 120), as well as the provisions of the "Articles of Association," to standardize the fund transactions and external guarantee system with related parties, strictly implementing the approval procedures for fund transactions and external guarantees, and rigorously controlling the risks of fund occupation and external guarantees.
- As of December 31, 2019, there were no instances of the current major shareholder and its subsidiaries or former major shareholders and their subsidiaries occupying company funds. However, there were non-operational transactions between the company's subsidiaries and related parties, mainly due to related shareholders inheriting company debts, donating assets to the company, increasing their shareholding, and forming concerted actions through legal means.
- During the reporting period, the company did not engage in any form of external guarantees, nor were there any external guarantees from previous years accumulated until December 31, 2019. The company discovered instances of non-compliance with external guarantees from previous years, with a total amount of 162.8247 million yuan. The company has disclosed the litigation matters related to these non-compliant guarantees and reported them to the local police.