Henan Qingshuiyuan Technology Co.Ltd(300437)
Independent directors’ opinions on the 11th meeting of the 5th board of directors
Independent opinions on relevant matters
In accordance with the relevant provisions of the rules for independent directors of listed companies, the articles of association of Henan Qingshuiyuan Technology Co.Ltd(300437) and the working system of Henan Qingshuiyuan Technology Co.Ltd(300437) independent directors, we, as independent directors of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as “the company”), have carefully reviewed the meeting materials of the 11th meeting of the 5th board of directors of the company. After careful analysis and with the attitude of seriousness, responsibility and independent judgment, The independent opinions are as follows:
1、 Proposal on the company’s profit distribution plan for 2021
The profit distribution plan of the company in 2021 complies with the relevant provisions in the Henan Qingshuiyuan Technology Co.Ltd(300437) articles of association, and there is no damage to the interests of the company and minority shareholders. We agree to the proposal on the company’s profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Proposal on the internal control evaluation report of the company in 2021
The company’s internal control system complies with relevant laws, regulations and the provisions of the securities regulatory authorities, as well as the actual situation of the company’s current production and operation, so as to effectively ensure the normal operation and management of the company. The company’s internal control over related party transactions, external guarantees, major investments, information disclosure and other aspects is strict, sufficient and effective, and all business activities of the company are carried out in accordance with the provisions of relevant systems. We agree to the proposal on the company’s 2021 annual internal control evaluation report.
3、 Proposal on the special report on the deposit and use of the company’s raised funds in 2021
The special report of Henan Qingshuiyuan Technology Co.Ltd(300437) on the deposit and actual use of raised funds in 2021 prepared by the company truly and completely reflects the deposit, use and management of the company’s raised funds. The deposit, use and management of the company’s raised funds comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds. We agree to the proposal on the special report on the deposit and use of the company’s raised funds in 2021.
4、 Proposal on the prediction of the guarantee line provided by the company for the subsidiary to apply for credit from the bank
The company’s purpose of providing guarantee for the subsidiary’s application for comprehensive credit from the bank is to meet the daily business needs, help the subsidiary enhance its business efficiency and profitability, and meet the interests of the company and all shareholders. The contents and decision-making procedures of this guarantee comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, and there is no situation that damages the legitimate rights and interests of public shareholders. We agree to the relevant contents of the proposal on the prediction of the guarantee line provided by the company for the subsidiary’s application for credit from the bank, and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Proposal on the company’s provision for credit impairment and asset impairment in 2021
The company’s provision for impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the accounting policies implemented by the company, reflects the principle of accounting prudence, helps to truly and reasonably reflect the company’s assets, and the review procedures comply with the provisions of relevant laws and regulations and the articles of Association. After the provision for impairment is made, the company fairly reflects the asset status and operating results of the company, which is helpful to provide investors with more authentic and reliable accounting information. The decision-making procedures of the board of directors of the company for considering the matter are legal and compliant, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company shall make provision for credit impairment and asset impairment for relevant assets.
6、 Proposal on the remuneration or allowance standard of directors and senior executives of the company in 2022
The remuneration or allowance standards for directors and senior executives of the company confirmed at this meeting are in line with the basic market conditions and the actual situation of the company, which is conducive to improving the competitiveness of the company and does not harm the interests of the company and shareholders. We agree to the proposal on the remuneration or allowance standard of directors and senior executives of the company in 2022 and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Proposal on developing asset pool business
We believe that the asset pool business carried out by the company, its wholly-owned subsidiaries and holding subsidiaries this time is conducive to improving the use efficiency and income of the company’s bill assets, reducing the occupation of the company’s funds and optimizing the financial structure, without damaging the interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company, its wholly-owned subsidiaries and holding subsidiaries shall carry out asset pool business with cooperative banks, and the balance of spot pledged bills shall not exceed RMB 100 million. Within the business term, the amount can be recycled.
8、 Independent opinions on the shareholder return planning of the company in the next three years (20222024)
In view of the proposal on the company’s shareholder return plan for the next three years (20222024), we believe that, The shareholder return plan of the company for the next three years (20222024) formulated by the board of directors of the company complies with the notice on matters related to the further implementation of cash dividends of listed companies issued by the CSRC and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant provisions, Fully considering the needs of the company’s sustainable development and the willingness of the majority of shareholders to obtain a reasonable return on investment, a continuous, stable and scientific return mechanism has been established, which is conducive to protecting the interests of shareholders, especially small and medium-sized shareholders. We agree to the shareholder return plan for Henan Qingshuiyuan Technology Co.Ltd(300437) next three years (20222024). 9、 Special instructions and independent opinions on the occupation of non operating funds and other related capital transactions of the company in 2021 and the external guarantee of the company
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (revised in 2017) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120), as the independent director of the company, we are responsible for the occupation of non operating funds and other related capital exchanges of the company in 2021 Based on the company’s independent verification and accumulated opinions, the company has made the following external judgments:
1. Capital transactions of related parties
As of December 31, 2021, the company has no abnormal occupation of the company’s funds by controlling shareholders and other related parties.
2. Accumulated and current external guarantees of the company
As of December 31, 2021, the company has strictly complied with relevant requirements and regulations, and has not provided guarantees for the company’s shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals; There is no illegal external guarantee accumulated from previous years to December 31, 2021.
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(there is no text on this page, which is the signature page of the opinions of independent directors at the 11th meeting of Henan Qingshuiyuan Technology Co.Ltd(300437) the Fifth Board of directors)
Signature of independent director:
Zhang Zhijun, Chen Qi, Hou Xiangyang
specific date
