Jiangsu Yunyi Electric Co.Ltd(300304) independent director
Independent opinions on matters related to the 17th meeting of the Fourth Board of directors
In accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations, normative documents and the articles of association As the independent director of Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as “the company”), based on the independent judgment position, the principle of seeking truth from facts and the attitude of being responsible to the company, all shareholders and investors, Carefully considered the relevant matters of the 17th meeting of the Fourth Board of directors of the company and expressed the following independent opinions:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s external guarantees and related party transactions
We have carefully understood and reviewed the company’s funds occupied by controlling shareholders and other related parties, the company’s external guarantees and related party transactions during the reporting period (January 1, 2021 to December 31, 2021), and issued independent opinions as follows:
1. As of December 31, 2021, the company has not occupied the company’s funds by controlling shareholders and other related parties;
2. As of December 31, 2021, the total amount of external guarantees reviewed by the company is no more than RMB 100 million, accounting for 4.21% of the latest audited net assets of the company; The total amount of external guarantees actually incurred by the company is 30 million yuan, accounting for 1.26% of the company’s latest audited net assets, which are guarantees for holding subsidiaries. In addition to the above guarantees, the company and its subsidiaries have no other external guarantees.
During the reporting period, the company and its subsidiaries did not have overdue guarantees or guarantees involving litigation, bear losses due to the judgment of losing the guarantee, or provide guarantees for controlling shareholders, actual controllers and their related parties.
3. As of December 31, 2021, the company had no related party transactions.
2、 Independent opinions on the self-evaluation report of internal control in 2020
After verification, we believe that the company has established a relatively perfect corporate governance structure and internal control system, which meets the requirements of relevant laws and regulations, the company’s own situation and development needs, can provide reasonable guarantee for the preparation of true and fair financial statements, and can provide guarantee for the healthy operation of the company’s business activities and the control of the company’s business risks. We believe that the company’s 2021 internal control evaluation report objectively and truly reflects the actual situation of the company’s internal control construction and operation, and there is no behavior damaging the interests of the company and minority shareholders. We agree that the company issues the 2021 internal control self evaluation report.
3、 Independent opinions on the company’s profit distribution plan in 2021
After deliberation, we believe that the profit distribution plan for 2021 proposed by the company is in line with the actual situation and long-term development of the company, takes full account of the interests of all shareholders, and there is no violation of the company law, the articles of association and other relevant provisions, and there is no damage to the interests of other shareholders, especially small and medium-sized shareholders. We unanimously agreed to submit the plan to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the continued employment of financial audit institutions
We have conducted a prior review of Tianjian Certified Public Accountants (special general partnership). Through the verification of its performance, and based on our independent judgment, we express the following independent opinions:
Tianjian has rich experience and good professional quality in the audit business of listed companies. Since undertaking the company’s financial audit business, Tianjian has scrupulously performed its duties, followed the independent, objective and fair practice standards, provided high-quality audit services for the company, and the audit report issued can fairly and truly reflect the company’s financial status and operating results. Agree to renew the appointment of Tianjian as the company’s audit institution in 2022.
5、 Independent opinions on the company and its subsidiaries using idle self owned funds for entrusted financial management
We have carefully considered the proposal on the company and its subsidiaries using idle self owned funds for entrusted financial management, conducted necessary verification on the company’s operation, financial status and previous entrusted financial management, and expressed the following opinions:
On the premise of ensuring the company’s normal capital demand and capital safety, using idle self owned funds for entrusted financial management is conducive to improving the use efficiency of the company’s and subsidiaries’ self owned funds, does not affect the normal development of the company’s and subsidiaries’ main business, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The company and its subsidiaries agree to use idle self owned funds for entrusted financial management this time.
6、 Independent opinions on the guarantee provided by the company for the holding subsidiary’s application for credit line from the bank
After deliberation, we believe that the guarantee provided by the company to the holding subsidiary is to meet its daily business needs and enhance its business efficiency and profitability. The risk of the company providing guarantee to the holding subsidiary is within the company’s control. The guarantee matters and decision-making procedures provided by the company this time comply with the provisions of relevant laws and regulations, normative documents and the articles of association, It does not harm the interests of the company and all shareholders. Therefore, we agree to this guarantee.
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(there is no text on this page, which is the signature page of Jiangsu Yunyi Electric Co.Ltd(300304) independent directors’ independent opinions on matters related to the 17th meeting of the Fourth Board of directors)
Signature of independent director:
Xing min Shu zhe min
Zhao Chunxiang
Jiangsu Yunyi Electric Co.Ltd(300304) board of directors MM DD YY
