Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
Independent directors’ opinions on the second meeting of the 10th board of directors
Independent opinions on relevant matters
No. 1 self regulatory guidelines for listed companies listed on Shenzhen Stock Exchange – self regulatory rules for listed companies No. 1 of Shenzhen Stock Exchange, As an independent director of Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (hereinafter referred to as “the company”), we express independent opinions on the matters related to the second meeting of the 10th board of directors as follows:
1、 Independent opinions on capital transactions and external guarantees of related parties in 2021
In 2021, the company did not occupy the company’s funds by controlling shareholders and related parties, nor did it occupy funds illegally by related parties that occurred in previous years and accumulated to this year.
During the reporting period, the actual cumulative total external guarantee of the company and its holding subsidiaries (including the guarantee of the company and its holding subsidiaries to its subsidiaries) was 4022873300 yuan; As of the end of the reporting period, the company’s external guarantee balance was 48176209 million yuan, accounting for 190.21% of the company’s latest audited net assets. All external guarantees of the company have fulfilled relevant decision-making and disclosure procedures.
The company does not provide guarantees for controlling shareholders, actual controllers and other related parties. The decision-making procedures of the company’s external guarantee comply with the relevant provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, and there are no illegal external guarantees.
2、 Independent opinion on self-evaluation report of internal control in 2021
During the reporting period, the company continuously improved the corporate governance structure and standardized operation level. The existing internal control system has been basically established and effectively implemented, and there are no major defects, major problems and abnormal events; Since the formulation of the company’s rules and regulations, they have been effectively implemented, which has played a better role in supervising and guiding the standardized operation of the company. Therefore, we believe that the self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction, operation and supervision of the company’s internal control system, which is in line with the actual situation of the company.
3、 Independent opinions on 2021 profit distribution plan
The company’s profit distribution plan for 2021 comprehensively considers the needs of the company’s operation and development and the reasonable return of shareholders, conforms to the actual situation of the company and the provisions of relevant laws and regulations, and is conducive to the sustainable, stable and healthy development of the company. The company’s decision-making procedure for the plan is legal and effective, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. Therefore, we agree to the profit distribution plan and submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on the renewal of accounting firm
After verification, Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “Dahua certified public accountants”) has rich audit experience of listed companies and sufficient independence and professionalism. In the process of providing annual audit services for the company, Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “Dahua certified public accountants”) is diligent and responsible, and gives audit opinions fairly and objectively. The procedures for the company to renew the appointment of an accounting firm comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we agree to renew the appointment of Dahua firm as the auditor of the company’s financial report and internal control in 2022, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on terminating the investment in the construction of agricultural headquarters base project and transferring the equity of subsidiaries
The company’s termination of investment in the construction of agricultural headquarters base project and the transfer of equity of subsidiaries will not have a significant impact on the company’s existing business and production and operation, and will not have an adverse impact on the company’s sustainable operation ability. The equity transfer price of the subsidiary is determined by both parties through equal negotiation. The decision-making process of the transaction complies with relevant laws and regulations, the articles of association and other relevant provisions, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, it is agreed that the company will terminate the investment in the construction of agricultural headquarters base and transfer the equity of its subsidiaries.
6、 Independent opinions on providing phased guarantee for mortgage loans for house buyers
This mortgage loan guarantee is a transitional guarantee provided by the company for bank mortgage loan customers who purchase commercial houses of Shanhai residence project and meet the loan conditions. The risk is controllable, meets the needs of the company’s daily operation, will not have a significant impact on the company’s normal operation, and there is no damage to the interests of the company and all shareholders. The deliberation and voting procedures of this guarantee comply with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to this guarantee and submit it to the general meeting of shareholders for deliberation.
7、 Independent opinions on the by election of non independent directors of the 10th board of directors
After verification, Mr. Zhang Yongfu, a candidate for non independent directors, meets the requirements of relevant laws and regulations and the articles of Association for qualification, and has the necessary work experience, qualification and ability to perform the duties of directors; There are no circumstances in which the company is not allowed to serve as a director of the company as stipulated in Article 146 of the company law, and there are no circumstances in which the CSRC has taken measures to prohibit entry into the securities market or the stock exchange has publicly determined that it is not suitable to serve as a director, supervisor and senior manager of a listed company; Comply with relevant laws, administrative regulations, departmental rules, normative documents and the provisions of Shenzhen Stock Exchange on the qualification of directors; Not a dishonest person.
The legal procedures for the nomination of Mr. Zhang Yongfu as an independent shareholder of the 10th board of directors and the relevant provisions of the articles of association are not in line with the legal procedures for the nomination of Mr. Zhang Yongfu as an independent shareholder of the 10th board of directors.
Therefore, we agree to nominate Mr. Zhang Yongfu as a candidate for non independent director of the 10th board of directors of the company and submit the matter to the general meeting of shareholders of the company for deliberation.
Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) independent directors: Wang Hongbing, Li Dongming, Wei Dazhi, Fu Yan March 15, 2002
