Yunding Technology Co.Ltd(000409) independent director
Prior approval opinions on matters related to the 23rd Meeting of the 10th board of directors Yunding Technology Co.Ltd(000409) ("the company") will convene the 23rd Meeting of the 10th board of directors on the afternoon of March 24, 2022. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and the Yunding Technology Co.Ltd(000409) articles of Association ("the articles of association"), we are independent directors of the company, In line with the attitude of diligence, the principle of objectivity and impartiality and the position of independent judgment, we hereby express the following prior approval opinions on the relevant matters to be submitted to the 23rd Meeting of the 10th board of directors of the company:
1、 Prior approval opinions on the company's re employment of financial audit institutions and internal control audit institutions in 2022
Whereas, China Audit Asia Pacific Certified Public Accountants (special general partnership) ("China Audit Asia Pacific") is qualified for auditing securities and futures related businesses, has professional competence, investor protection ability and independence, is in good faith, and can independently audit the company's financial situation. In order to ensure the continuity of audit work, as an independent director of the company, We agree to renew the appointment of China Audit Asia Pacific as the company's financial audit institution and internal control audit institution in 2022, and agree to submit the proposal to the 23rd Meeting of the 10th board of directors for deliberation.
2、 Prior approval opinions on loans provided by related parties to the company in 2022
We believe that the company's borrowing from Shandong Energy Group Co., Ltd. ("shanneng group") belongs to related party transactions, and the company shall perform the review and disclosure procedures in accordance with relevant regulations.
The company's borrowing from shanneng group is based on the actual needs of the company's production and operation. The transaction terms are determined through fair negotiation between the two parties, and the borrowing interest rate is determined with reference to the market interest rate in the same period. The pricing is fair and reasonable, in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. There is no situation that damages the interests of all shareholders of the company and does not affect the independence of the company.
As an independent director of the company, we agree to the loan and submit the proposal to the 23rd Meeting of the 10th board of directors for deliberation.
3、 Opinions on prior approval of related party transactions involved in the company's non-public offering of shares
The company plans to issue RMB ordinary shares to shanneng group in a non-public manner ("this non-public offering"). Based on the position of independent judgment, we have carefully considered the relevant proposals involving related party transactions in this non-public offering in advance, Including the proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's non-public offering of shares, the proposal on discussing and deliberating the plan for non-public offering of shares in Yunding Technology Co.Ltd(000409) 2022, the proposal on discussing and deliberating the feasibility analysis report on the use of funds raised by non-public offering of shares, and the proposal on related party transactions involving the company's non-public offering of shares Proposal on signing a conditional share subscription agreement between the company and Shandong Energy Group Co., Ltd. and proposal on submitting to the general meeting of shareholders for approval that Shandong Energy Group Co., Ltd. is exempted from increasing its shares by tender offer. After deliberation, the matters involving related party transactions in this non-public offering of shares comply with the provisions of relevant laws, regulations, rules, normative documents and the articles of association, are in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders.
As an independent director of the company, we agree to the related party transactions involved in this non-public offering and agree to submit the proposal involving related party transactions in this non-public offering to the 23rd Meeting of the 10th board of directors for deliberation.
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Independent director: Fu Jun, Dong Hua, Li Lanming
March 14, 2022
