Henan Liliang Diamond Co.Ltd(301071)
Independent directors’ opinions on the 14th meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the provisions of relevant laws, regulations and rules, such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for companies listed on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”) and the Henan Liliang Diamond Co.Ltd(301071) working system of independent directors, Based on the principle of prudence and independent judgment, the independent directors expressed independent opinions on the relevant proposals considered at the 14th meeting of the second board of directors of the company.
1、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s profit distribution plan for 2021 is formulated on the premise of ensuring the company’s normal operation and long-term development by comprehensively considering the company’s current overall operation, development stage, major capital expenditure during the reporting period, future business plan and medium and long-term development strategy. The profit distribution plan complies with the requirements of laws, regulations and other normative documents, the provisions of the articles of association, the actual operation status and future development needs of the company, there is no damage to the rights and interests of the company and minority shareholders, and the long-term interests of the company and all shareholders. We agree to the company’s profit distribution plan for 2021.
2、 Independent opinion on reappointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
After verification, we believe that Dahua Certified Public Accountants (special general partnership) has the audit qualification of securities related business and many years of experience and ability to provide audit services for listed companies. During the audit of the company in 2021, he was diligent and conscientious, strictly abided by the provisions of the independent auditing standards for Chinese certified public accountants, earnestly performed his duties and scrupulously abided by professional ethics. The audit report issued can accurately, truly and objectively reflect the company’s financial situation and operating results, and the audit conclusion is in line with the actual situation of the company. We agree to continue to hire Dahua Certified Public Accountants (special general partnership) to provide financial audit services and internal control audit services for the company’s 2022 annual report.
3、 Independent opinions on Authorizing the company to use idle self owned funds for cash management
After verification, we believe that under the premise of controlling risks and not affecting the normal development of the company’s main business, the company can improve the use efficiency of its own funds, obtain a certain investment income and seek more investment returns for the company’s shareholders by appropriately managing its idle own funds, which will not affect the development of the company’s main business or damage the interests of shareholders, In line with the interests of the company and all shareholders. We agree to authorize the company to use idle self owned funds for cash management.
4、 Independent opinions on the company and its wholly-owned subsidiaries applying for financing quota from financial institutions
After verification, we believe that the company and its wholly-owned subsidiaries’ application for financing quota from financial institutions is conducive to providing sufficient financial support for the development of enterprises while expanding the scale in the future, promoting the continuous and sustainable development of the company, further enhancing the company’s position in the industry and maintaining a strong driving force for development, which is in line with the interests of the company and all shareholders. We agree that the company and its wholly-owned subsidiaries apply for financing quota from financial institutions.
5、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, we believe that the self-evaluation report of the company’s internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system in 2021. The company has established a relatively perfect system in accordance with the company law, the securities law, the basic norms of enterprise internal control and other relevant laws and regulations and the requirements of the securities regulatory authorities Effective internal control system, which has been effectively implemented, has played a good role in controlling and preventing risks in production and operation, financial management, business activities, information disclosure and other links. Therefore, we unanimously agree with the company’s self-evaluation report on internal control in 2021.
6、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
After verification, we believe that the preparation of the special report on the storage and use of the company’s raised funds in 2021 meets the requirements of relevant laws and regulations, and truly, accurately and completely reflects the actual storage and use of the company’s raised funds in 2021; The deposit and use of the company’s raised funds in 2021 comply with the provisions of relevant laws and regulations, and there is no illegal use of the raised funds, no change or disguised change of the investment direction of the raised funds and damage to the interests of shareholders. Therefore, we unanimously agree to the special report on the deposit and use of the company’s raised funds in 2021.
7、 Independent opinions on changes in accounting policies of the company
After verification, we believe that the change of the company’s accounting policies is a reasonable change and adjustment in accordance with the relevant accounting standards of the Ministry of finance, which can objectively and fairly reflect the company’s financial status and operating results, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation and voting procedures of the board of directors on the proposal of accounting policy change comply with relevant laws, regulations and the articles of association, and the relevant decision-making procedures are legal and effective. Agree to the change of the company’s accounting policy.
8、 Independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
After verification, we believe that:
1. In 2021, the company did not have capital transactions between controlling shareholders and other related parties, nor did it have capital transactions between controlling shareholders and other related parties that occurred in previous years and continued to 2021. Therefore, we unanimously agree to the special statement on the occupation of funds by the company’s controlling shareholders and other related parties.
2. In 2021, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties, any legal entity or individual. The company also has no external guarantee that occurred in previous years and accumulated to December 31, 2021.
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Chen Jiangbo:
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Lu Zhanling:
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Li Yan:
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