Yunding Technology Co.Ltd(000409) independent director
Independent opinions on matters related to the 23rd Meeting of the 10th board of directors
Yunding Technology Co.Ltd(000409) ("the company") held the 23rd Meeting of the 10th board of directors on the afternoon of March 24, 2022. In accordance with the rules for independent directors of listed companies, the standards for governance of listed companies, the Yunding Technology Co.Ltd(000409) articles of Association ("the articles of association") and other relevant provisions, we, as independent directors of the company, are diligent and responsible, based on the principle of objectivity and impartiality, and based on independent judgment, We hereby express our independent opinions on the relevant matters considered at the 23rd Meeting of the 10th board of directors as follows:
1、 Independent opinions on the company's profit distribution plan in 2021
The company's profit distribution plan for 2021 is not to distribute cash dividends, bonus shares or increase share capital with accumulation fund. The above distribution plan is in line with the actual situation and future business development needs of the company, the provisions of relevant laws and regulations such as the company law of the people's Republic of China ("company law"), the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, and there is no situation that damages the interests of the company's shareholders, especially the minority shareholders.
In conclusion, we agree to the company's profit distribution plan for 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
2、 Independent opinions on the evaluation report of the company's internal control
We have carefully reviewed the 2021 annual internal control evaluation report submitted by the company to the board of directors, communicated with the company's management and relevant departments, consulted the company's relevant systems, and expressed the following independent opinions: the company has established a relatively perfect internal control system, which is relatively sound and meets the requirements of relevant national laws and regulations. The company's corporate governance, related party transactions, information disclosure and other major matters can be implemented in strict accordance with the company's internal control systems, internal and external risks have been effectively controlled, all work can be completed smoothly during the reporting period, and the company's internal control system is effective.
The 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
To sum up, we agree with the company's 2021 internal control evaluation report.
3、 Independent opinions on the company's provision for asset impairment in 2021
The company's provision for asset impairment this time follows and complies with the provisions of the accounting standards for business enterprises and relevant systems of the company. The review procedure is legal and the basis for provision is sufficient. After the company's provision for asset impairment this time, the financial statements can more fairly reflect the company's financial situation and operating results, which is in line with the overall interests of the company and does not damage the interests of the company and all shareholders, especially minority shareholders.
To sum up, we agree on the provision for asset impairment of the company in 2021.
4、 Independent opinions on the renewal of the company's financial audit institution and internal control audit institution in 2022. China Audit Asia Pacific Certified Public Accountants (special general partnership) ("China Audit Asia Pacific") has sufficient independence, professional competence and investor protection ability. The company continues to employ China Audit Asia Pacific as the company's financial audit institution and internal control audit institution in 2022, which is conducive to ensuring and improving the quality of the company's audit work and protecting the interests of the company and shareholders, especially the interests of minority shareholders. When the board of directors of the company deliberates this proposal, the deliberation and voting procedures comply with the provisions of relevant laws and regulations.
In conclusion, we agree to renew the appointment of the company's financial audit institution and internal control audit institution in 2022, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation.
5、 Independent opinions on loans provided by related parties to the company in 2022
This related party transaction meets the actual needs of the company's operation and development and belongs to a reasonable transaction. The loan interest rate is reasonably determined according to the market interest rate in the same period after full negotiation between the two parties. The procedures for the deliberation and voting of this related party transaction by the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association. There is no transfer of interests and damage to the interests of the company and minority shareholders.
In conclusion, we agree to the issue of related parties providing loans to the company in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the remuneration of directors and senior managers of the company in 2022
The remuneration implementation of the directors and senior managers of the company in 2021 and the remuneration plan for 2022 fully consider the remuneration level of the company's industry and region, the company's business performance and the responsibilities of the directors and senior managers, and give better consideration to the incentive and restraint mechanism, which is conducive to urging the directors and senior managers to perform their duties diligently and improve their work performance, so as to further improve the operating efficiency of the company and promote the sustainable development of the company Stable development. The formulation and implementation procedures of the remuneration scheme for directors and senior managers of the company comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders.
To sum up, we agree to the matters concerning the remuneration of the company's directors and senior managers in 2022 and agree to submit relevant proposals to the company's 2021 annual general meeting for deliberation.
7、 Independent opinions on the company's compliance with the conditions for non-public offering of shares
The company plans to issue RMB ordinary shares to dongshanneng group, the holding stock ("this non-public offering"). In accordance with the securities law of the people's Republic of China ("Securities Law"), the company law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and other normative documents, and in combination with the actual situation of the company, the company conducted self-examination and demonstration item by item. The company believes that it is in line with the current laws, regulations Provisions on non-public offering of shares in regulations and other normative documents. In conclusion, we agree that the company meets the conditions for non-public offering of shares and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the company's non-public offering plan
The company's plan for this non-public offering of shares complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and normative documents. The scheme is reasonable, practical and feasible, in line with the company's long-term development plan and the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
In conclusion, we agree to the plan on the company's non-public offering of shares, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation.
9、 Independent opinions on the company's plan for non-public offering of shares in 2022
The Yunding Technology Co.Ltd(000409) 2022 non-public offering stock plan prepared by the company for this offering complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering shares of listed companies and other relevant laws, regulations, rules and normative documents. The content is true, accurate and complete, the preparation is reasonable and feasible, and in line with the actual situation of the company, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
In conclusion, we agree to the Yunding Technology Co.Ltd(000409) 2022 plan for non-public offering of shares and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of shares
In accordance with the provisions of relevant laws, regulations, rules and normative documents, and in combination with the actual situation of the company, the company has prepared the feasibility analysis report on the use of Yunding Technology Co.Ltd(000409) non-public development bank stock raised funds. The funds raised by this non-public offering of the company are used to repay debts and supplement working capital, which is in line with the provisions of laws, regulations, rules and normative documents, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
In conclusion, we agree to the feasibility analysis report on the use of funds raised by Yunding Technology Co.Ltd(000409) non-public Development Bank shares and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinion on the need for the company to prepare the report on the use of the previously raised funds
In the last five fiscal years, the company has not raised funds through allotment of shares, additional issuance, convertible corporate bonds and other means, and the time of receipt of the company's previously raised funds has reached five fiscal years. According to the provisions of relevant laws, regulations, rules and normative documents, based on the above situation, we believe that the company's non-public offering does not need to prepare the report on the use of the previously raised funds, nor does it need to hire an accounting firm with securities and futures related business qualifications to issue the verification report on the use of the previously raised funds.
In conclusion, we agree that the company does not need to prepare the report on the use of the previously raised funds, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the company's non-public offering of shares, diluted immediate return and filling measures
After carefully reviewing the Yunding Technology Co.Ltd(000409) non-public Development Bank's stock dilution immediate return, the company's filling measures and the commitments of relevant subjects, we believe that the board of directors of the company has analyzed the impact of this non-public offering on the dilution of immediate return and formulated relevant measures to fill in the return, The above measures for diluting the immediate return of Yunding Technology Co.Ltd(000409) non-public Development Bank's shares and filling the company are in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), the guiding opinions on matters related to diluting the immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) and other relevant laws, regulations The provisions of the rules and normative documents are in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
In conclusion, we agree to the Yunding Technology Co.Ltd(000409) non-public Development Bank's stock diluted immediate return, the company's commitment to take filling measures and relevant subjects, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Independent opinions on several commitments made by the controlling shareholders, directors and senior managers of the company on filling the immediate return
After carefully reviewing the commitment of the controlling shareholders, directors and senior managers of the company to take filling measures for the diluted immediate return of the non-public offering of shares, we believe that the controlling shareholders, directors and senior managers of the company have made corresponding commitments for the effective implementation of the company's measures to fill the immediate return, The above commitments are in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) and other relevant laws, regulations, rules and normative documents, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of minority shareholders.
In conclusion, we agree with the commitment of the controlling shareholders, directors and senior managers of the company to take filling measures for the diluted immediate return of the non-public offering of shares, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the shareholder return planning of the company in the next three years (20222024)
The shareholder return plan for Yunding Technology Co.Ltd(000409) next three years (20222024) formulated by the company is conducive to improving and perfecting the company's scientific, sustainable and stable dividend decision-making and supervision mechanism, actively rewarding investors, guiding investors to establish the concept of long-term investment and rational investment, and forming stable return expectations. The plan complies with the provisions of the company law, the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 137), the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2013] No. 43) and other laws, regulations, rules and normative documents, as well as the articles of association. It is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
To sum up, we agree to the shareholder return plan for Yunding Technology Co.Ltd(000409) next three years (20222024) and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 Independent opinions on related party transactions involved in the company's non-public offering of shares
After carefully reviewing the relevant proposals, we believe that the voting procedures of the related party transactions involved in the company's non-public offering of shares comply with the provisions of laws, regulations, rules, normative documents and the articles of association, and the transaction pricing method is fair and fair. The implementation of the related party transactions is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
In conclusion, we agree that the company's non-public offering of shares involves related party transactions, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation.
16、 Independent opinions on the signing of conditional and effective share subscription agreement between the company and Shandong Energy Group Co., Ltd
After reviewing the share subscription agreement between Yunding Technology Co.Ltd(000409) and Shandong Energy Group Co., Ltd. on the conditional entry into force of Yunding Technology Co.Ltd(000409) non-public development of shares, we believe that the above agreement signed by the company and shanneng group is legal and effective, in line with the interests of the company and all shareholders, and there is no situation damaging the interests of minority shareholders.
In conclusion, we agree that the company and Shandong Energy Group Co., Ltd. sign the conditional effective share subscription agreement, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
17、 Independent opinions on requesting the general meeting of shareholders to approve the exemption of Shandong Energy Group Co., Ltd. from increasing its shares by tender offer
After carefully reviewing the relevant proposals, we believe that the company's request to the general meeting of shareholders for approval of Shandong Energy Group Co., Ltd. for exemption from increasing its shares by tender offer is in line with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures for the acquisition of listed companies, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
To sum up, we agree to request the general meeting of shareholders to approve the exemption of Shandong Energy Group Co., Ltd. from increasing its shares by tender offer, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
18、 Independent opinions on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle specific matters related to this non-public offering of shares
After carefully reviewing the relevant proposals, the company requested the general meeting of shareholders to authorize the board of directors (and the chairman of the company shall be authorized by the board of directors to handle the specific matters of the non-public offering to the extent permitted by laws, regulations and the articles of association),
