Report of independent directors on the 28th meeting of the 7th board of directors
Prior approval opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the company’s working system for independent directors and other relevant provisions, we, as independent directors of Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as “the company”), express the opinions of independent directors on relevant matters in advance as follows:
1、 Proposal of the company on daily connected transactions in 2022
We have carefully reviewed the company’s proposal on the expected daily connected transactions in 2022 submitted by the company and asked the relevant personnel of the company about the background of connected transactions. We believe that the daily connected transactions of the company are required by the company’s daily production and operation, priced according to the market price, in line with the principle of “fairness, impartiality and fairness”, and in line with the provisions of relevant laws and regulations and the articles of association, In line with the interests of the company and all shareholders. The related parties have followed the principle of fair and standardized treatment, and there is no behavior damaging the interests of minority shareholders of the company. We agree to this proposal and submit it to the board of directors of the company for deliberation.
2、 Proposal on the amount of financial assistance provided to subordinate enterprises in 2022
Without affecting the normal operation of the company, providing financial assistance to the subordinate enterprises of the company is conducive to the production and operation of the subordinate enterprises and the use efficiency of the company’s funds. The financial assistance of the company complies with relevant regulations and the articles of association, and the decision-making procedure is legal and effective. The transaction is fair and reasonable and does not harm the interests of all shareholders, especially the minority shareholders. It is agreed that the company will determine the amount of financial assistance to its subordinate enterprises in 2022, and agree to submit the matter to the board of directors of the company for deliberation. When considering the proposal, the related directors shall avoid voting.
3、 Proposal on reappointment of the company’s audit institution in 2022
ShineWing Certified Public Accountants (special general partnership) is qualified in the securities industry, has the experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial audit, and can audit the company’s financial status independently. Therefore, we agree to renew the appointment of ShineWing certified public accountants as the audit institution of the company in 2022, and submit this proposal to the board of directors of the company for deliberation.
(there is no text on this page, which is the signature page of Yunnan Tourism Co.Ltd(002059) independent directors’ prior approval opinions on matters related to the 28th meeting of the seventh board of directors)
Yunnan Tourism Co.Ltd(002059)
Independent directors: long Chao, Wang Jun, Yang Xianghong March 17, 2022
