Shandong Yabo Technology Co.Ltd(002323)
Opinions of independent directors on relevant matters of the 15th meeting of the 5th board of directors
Special instructions and independent opinions
As an independent director of Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors and other relevant laws, regulations and rules, the independent opinions on the relevant proposals of the 15th meeting of the Fifth Board of directors are as follows:
1、 Special instructions and independent opinions on external guarantees and fund transactions of related parties
In accordance with relevant laws and regulations and the articles of association of Shandong Yabo Technology Co.Ltd(002323) and other relevant provisions, as an independent director of Shandong Yabo Technology Co.Ltd(002323) we have carefully checked the external guarantee and capital transactions with related parties of the company in 2021, and our independent opinions are as follows:
1. As of December 31, 2021, the company has not provided guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals;
2. During the reporting period, the company did not occupy the funds of listed companies by controlling shareholders and other related parties. 2、 Independent opinions on the payment of remuneration to accounting firms
ZTE caiguanghua Certified Public Accountants (special general partnership) was able to carry out the audit work in accordance with the independent audit standards of Chinese certified public accountants, followed the independent, objective and fair practice standards, and completed various audit tasks of the company as planned, Fairly and objectively reflect the company’s financial situation and production and operation during the reporting period. We agree to pay Zhongxing caiguanghua Certified Public Accountants (special general partnership) a total of 1.7 million yuan for financial and internal control audit in 2021, including 1.5 million yuan for financial audit and 200000 yuan for internal control audit, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation. 3、 Independent opinion on self-evaluation report of internal control in 2021
Through the review of the company’s self-evaluation report on internal control in 2021 and the construction and operation of the company’s internal control system, we believe that the company has established a relatively complete internal control system in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and in combination with the company’s own situation, The company’s existing internal control system covers all levels and links of the company’s operation, is operable, and can effectively control and supervise the company’s operation and management; The company has established and formulated strict control systems for key internal control activities such as related party transactions, external guarantees, major investments and information disclosure, which have been strictly implemented; During the reporting period, the company operated in strict accordance with various systems and regulations, and there was no violation of the relevant provisions of Shenzhen Stock Exchange and the company on internal control; The self-evaluation report of the company’s internal control comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system.
4、 Independent opinions on profit distribution in 2021
According to the articles of association, we have carefully checked the profit distribution plan for 2021 prepared by the board of directors. We believe that the plan proposed by the board of directors is in line with the actual situation of the company and the bonus policy specified in the articles of association. There is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, we agree to the 2021 profit distribution plan proposed by the board of directors of the company and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on confirming the results of executive compensation in 2021
After careful verification of the remuneration of the company’s senior managers in 2021, it is considered that the remuneration disclosed by the company in 2021 is true and reasonable, and the remuneration payment procedures comply with the provisions of relevant laws, regulations and the articles of association.
6、 Independent opinions on supplementary confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022
After deliberation at the 15th meeting of the 5th board of directors, the independent directors of the company agreed to the above related party transactions and expressed their independent opinions as follows: the daily related party transactions between the company and related parties are required by the company’s daily business activities and do not have a significant impact on the company’s financial status and operating results, The company’s main business will not rely on related parties due to related party transactions. The price of related party transactions of the company shall be determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors. During the deliberation and voting process of the board of directors, the approval procedures met the requirements of the stock listing rules and the articles of association of Shenzhen Stock Exchange.
7、 Independent opinions on applying for cancellation of other risk warnings
We believe that: the company has checked the situations involving other risk warnings item by item according to the stock listing rules, and the above circumstances that led to the implementation of other risk warnings in the company’s stock trading have been eliminated. At the same time, no new risk warnings have been found in the company. The cancellation of other risk warnings in the company’s stock trading is conducive to protecting the interests of the company and minority shareholders. In view of this, we agree that the company shall apply to Shenzhen stock exchange for cancellation of other risk warnings in accordance with the provisions of the stock listing rules.
8、 Proposal on the general election of the board of directors
1. The nomination procedure of director candidates this time complies with the provisions of national laws, regulations and the articles of association.
2. After reviewing the resumes and other materials of relevant personnel, it is not found that they are not allowed to serve as directors of the company in accordance with Article 146 of the company law, and there is no phenomenon that they are determined to be prohibited from entering the market by the CSRC and the prohibition has not been lifted. The qualifications of relevant personnel meet the requirements of serving as directors of listed companies, are competent for the duties of their positions, and meet the requirements of the company law Relevant provisions of the articles of association.
3. The nomination has been approved by the candidates for directors.
When the board of directors of the company deliberates the above proposals, the voting procedures comply with the provisions of relevant laws and regulations.
The company shall submit the above information of independent director candidates to Shenzhen Stock Exchange, and submit it to the general meeting of shareholders for deliberation and voting after the Shenzhen Stock Exchange has no objection.
9、 Proposal on the remuneration of the proposed directors of the sixth board of directors
The remuneration plan of the proposed directors deliberated at the meeting is in line with the actual situation of the company. The deliberation and voting of the above proposals by the board of directors are in line with the provisions of the company law, the articles of association, relevant laws, regulations and normative documents, and the procedures are legal and effective. Agree to submit this proposal to the general meeting of shareholders of the company for deliberation and voting.
Shandong Yabo Technology Co.Ltd(002323) independent directors: Ma Qihua, fan Xiaoliang, Dong Yunyan March 5, 2022
