Rianlon Corporation(300596) independent director
Independent opinions on matters related to the 27th meeting of the third board of directors
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the working rules for independent directors of Rianlon Corporation(300596) (hereinafter referred to as the "company") and other relevant laws, regulations, rules and regulations, As an independent director of the third board of directors of the company, we have carefully reviewed the relevant materials provided by the company and reviewed the relevant matters of the 27th meeting of the third board of directors of the company based on the principle of seeking truth from facts. Now, based on the position of independent judgment, we express the following independent opinions: 1 Independent opinions on the proposal on the company's profit distribution plan in 2021
After carefully reviewing the proposal on the profit distribution plan for 2021, we believe that the profit distribution plan for 2021 complies with the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other laws and regulations of the CSRC Compliance with the provisions of the articles of association and the actual operation of the company; It conforms to the company's overall development strategy and actual business situation, is conducive to the sustainable, stable and healthy development of the company, and does not damage the interests of the company and all shareholders, especially minority shareholders.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2. Independent opinions on the proposal on the self-evaluation report of the company's internal control in 2021
After careful and responsible review of the company's 2021 internal control self evaluation report and relevant systems and documents of the company's internal control, we believe that during the reporting period, the company has established a relatively perfect corporate governance structure and a sound internal control system, which meets the requirements of relevant national laws, regulations and relevant normative documents of the securities regulatory department, In line with the actual situation of the company. The company's internal control system and system can meet the requirements of the company's management and the needs of the company's development, and can provide a reasonable guarantee for the preparation of true and fair financial statements. The company's corporate governance, production and operation, information disclosure and major events can be carried out in strict accordance with the provisions of the company's internal control system.
We believe that the internal control evaluation report of the company in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system, does not damage the interests of the company and minority shareholders, and is in line with the overall interests of the company.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3. Independent opinions on the proposal on the company's application for bank credit in 2022
In order to ensure the needs of the company's production and operation and working capital, the company plans to apply to the bank for a comprehensive credit line of no more than 500 million yuan (including 500 million yuan, and the actual loan currencies include but are not limited to RMB, US dollars, euros, Hong Kong dollars, etc.). The credit term is 12 months, calculated from the date of signing the agreement between the company and the bank; Within the credit term, the credit line can be recycled. It is conducive to improve the operation efficiency of the company, reduce the financing cost, further promote the sustainable and stable development of the company, and is in line with the overall interests of the company. The deliberation and voting procedures of this application for bank credit comply with the relevant provisions of the company law and the articles of association, and there is no situation that damages the interests of the company and minority shareholders.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4. The independent opinion of the proposal on the use of self owned funds by the company and its subsidiaries for cash management has been reviewed. Under the condition of not affecting the normal operation of the company and ensuring the safety of funds, the company and its subsidiaries use idle self owned funds of no more than 400 million yuan for cash management, which is conducive to increasing the company's capital income and improving the efficiency of capital use, There are circumstances that do not comply with the laws and regulations of Shenzhen Stock Exchange and the guidelines for the operation of small and medium-sized companies listed on the gem, especially the provisions of the laws and regulations of Shenzhen Stock Exchange and all shareholders of the gem. We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5. Independent opinions on the proposal on the company and its subsidiaries to carry out foreign exchange derivatives trading business the company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) carry out foreign exchange derivatives trading business, which is conducive to effectively avoiding foreign exchange market risks, preventing the adverse impact of large exchange rate fluctuations on the company's performance and improving the efficiency of the use of foreign exchange funds, Reasonably reduce financial expenses, increase exchange gains and lock in exchange costs, and the company has established corresponding monitoring mechanism, without damaging the interests of the company and all shareholders. We agree that the company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) carry out foreign exchange derivatives trading business.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6. Independent opinions on the proposal on Directors' remuneration (allowance) of the company in 2022
After careful review, the company's 2022 director compensation plan is formulated according to the company's industry and in combination with the company's own actual situation, which is conducive to strengthening the work enthusiasm of the company's directors and the long-term development of the company, and there is no damage to the interests of the company and shareholders. The decision-making procedure shall comply with relevant laws and regulations and the relevant provisions of the articles of association.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7. Independent opinions on the proposal on the remuneration of senior managers of the company in 2022
After reviewing the compensation plan for senior managers formulated by the company, we believe that the compensation plan is in line with the actual situation of the company's operation and management, is conducive to strengthening the diligence of senior managers, and does not harm the interests of investors. The deliberation and voting of this proposal comply with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, such as the company law, the GEM Listing Rules, the guidelines for the standardized operation of the gem and so on. 8. Independent opinions on the proposal on the extension of the duration of the company's phase II employee stock ownership plan
The extension of the second phase of the company's ESOP is in line with the current operation of the company's ESOP, which is conducive to improving the cohesion and stability of employees and the competitiveness of the company, as well as the sustainable and stable development of the company. Directors on the board of directors of the company who are related to the employee stock ownership plan have avoided voting as required. We agree that the company will extend the duration of phase II ESOP to May 14, 2023 on the basis of the original expiration date.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9. Proposal on Approving the controlling shareholders of the company to participate in the investment and establishment of industrial funds
The controlling shareholders of listed companies participate in the investment and establishment of industrial investment funds based on the optimistic prospect of the industry invested by the company, so as to obtain high-quality enterprise M & A opportunities and high-quality team investment opportunities for the company, reduce the possible risks faced by the company due to its direct involvement in new business investment and industrial M & A integration, and the scope of investment has a coordinated relationship with the company's main business, It is an important measure to promote the extensive development of the company.
There is no situation that damages the interests of the listed company and all shareholders, especially the minority shareholders, which is in line with the interests of the company and all shareholders.
We have no objection to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
10. Proposal on Approving the review report of pro forma financial statements and asset evaluation report related to this transaction
Rianlon Corporation(300596) (hereinafter referred to as "the company") intends to purchase 922109% equity of Jinzhou Kangtai lubricating oil additives Co., Ltd. jointly held by 45 natural persons including Han Qian, Yu bacon, Han Guangjian, Yu Hubei and Cao Jianying by issuing shares and paying cash; At the same time, it issues shares to no more than 35 specific investors to raise matching funds (hereinafter collectively referred to as "this transaction").
1. The relevant proposals involved in this transaction of the company have been deliberated and adopted at the 27th meeting of the third board of directors of the company. The convening procedures and voting procedures of the meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the resolutions are legal and effective.
2. As the financial data in the relevant declaration documents of this transaction has expired, in accordance with the relevant provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies and other relevant provisions, the audit institution Tianzhi International Certified Public Accountants (special general partnership) hired by the company shall make the audit report on the base date of December 31, 2021
The report and the review report of the pro forma financial statements have been updated, and the asset appraisal report has been updated with June 30, 2021 as the base date. Tianzhi International Certified Public Accountants (special general partnership) issued the audit report of Jinzhou Kangtai lubricating oil additives Co., Ltd. with unqualified opinions (tzzz [2022] No. 5789), and Tianzhi International Certified Public Accountants (special general partnership) issued the review report of Rianlon Corporation(300596) pro forma financial statements (tzzz [2022] No. 5588); The assets appraisal report on the value of all shareholders' equity of Jinzhou Kangtai Lubricating Oil Additive Co., Ltd. involved in Rianlon Corporation(300596) planned acquisition of equity issued by walkson (Beijing) International Assets Appraisal Co., Ltd. (2021) No. 2341).
3. The reference review report and asset evaluation report related to this transaction timely reflect the financial situation of the company and the target company, and meet the requirements on the validity period of financial data in the administrative measures for major asset restructuring of listed companies and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2018), There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
4. The appraisal institution employed in this transaction complies with the provisions of the securities law. The appraisal institution has no other related relationship with relevant transaction parties except business relationship, and the appraisal institution is independent. The assumptions and preconditions of the subject asset plus period appraisal report are implemented in accordance with relevant national laws and regulations, follow the common practices or standards in the market, and conform to the actual situation of the appraisal object. The appraisal assumptions and preconditions are reasonable. The underlying assets of this transaction have not depreciated between the previous and subsequent base days, and there is no case that damages the interests of the company and shareholders.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
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Rianlon Corporation(300596) February 2022
