Report of independent directors on the 28th meeting of the 7th board of directors
Independent 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, as independent directors of Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as “the company”), we express independent opinions on relevant matters as follows:
1、 Special explanation and independent opinions on funds occupied by controlling shareholders and other related parties and external guarantee of the company
Based on the attitude of being responsible to the company, all shareholders and investors, and in accordance with the principle of seeking truth from facts, we have carefully inspected and implemented the occupation of funds and external guarantees by the controlling shareholders and other related parties of the company. After necessary verification and inquiry of the company, the relevant explanations and independent opinions are as follows:
(I) during the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties; (II) during the reporting period, the company strictly implemented the relevant provisions on external guarantee matters of listed companies. The guarantee matters of the company as a subsidiary fulfilled the necessary examination and approval procedures, met the requirements of relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there were no various illegal external guarantees, and there were no illegal external guarantees occurred in previous years and accumulated to the end of the reporting period.
2、 Independent opinions on the company’s profit distribution in 2021
The profit distribution proposal deliberated and approved by the board of directors of the company is: the company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund. As an independent director of the company, based on the independent position, we believe that the company has paid attention to the sustained and stable return to investors over the years. Based on the company’s loss in 2021, taking into account the current situation of the industry, the company’s development strategy, operation and other factors, in order to ensure the sustainable and stable operation of the company, Steadily promote the follow-up development and better safeguard the long-term interests of all shareholders. We agree to the profit distribution proposal and the board of directors to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the deposit and use of the company’s annual raised funds in 2021
After verification, the preparation of the special report on the storage and use of raised funds in 2021 complies with the provisions of relevant laws and regulations, and truly and objectively reflects the storage and use of raised funds in 2021. The deposit and use of the company’s raised funds comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of regulations on the deposit and use of raised funds. In the process of use, relevant approval procedures and information disclosure comply with relevant laws and regulations, departmental rules and the relevant provisions of the articles of association.
4、 Independent opinions on the company’s expected daily related party transactions
(I) independent opinions on the company’s expected daily connected transactions in 2022
The board of directors has obtained our approval before issuing the company’s proposal on expected daily connected transactions in 2022. The related party transactions expected to occur in 2022 are normal production and operation activities of the company, abide by the principles of fairness and fairness, and the transaction price is fair without harming the interests of the company and other non related shareholders. When the board of directors considered this related party transaction, the related directors have avoided voting, and the voting procedures are legal and effective, in line with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. It is agreed that the board of directors of the company will submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
(II) special opinions on the company’s expectation that the actual amount of daily connected transactions in 2021 is more than 20% different from the expected amount
The board of directors of the company reviewed the actual situation of the company’s daily connected transactions in 2021 and confirmed that they were legal and compliant. Its explanation that the actual number of connected transactions such as the purchase and sale of goods, the provision or acceptance of labor services is more than 20% different from the expected number is in line with the actual situation of the company. The daily connected transactions that have occurred are transactions required by the company’s normal business and in line with the actual situation of the company and the market, The transaction price is determined with reference to the market price. The total amount of daily connected transactions does not exceed the approved amount, which does not affect the independence of the company. There is no behavior that damages the interests of the company and its shareholders, especially the minority shareholders.
5、 Independent opinions on the financial assistance provided by the company to its subordinate enterprises in 2022
After careful review, we believe that providing financial assistance to the subordinate enterprises of the company without affecting the normal operation 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 minority shareholders. It is agreed that the company will determine the amount of financial assistance to its subordinate enterprises in 2022. When the board of directors considered this related party transaction, the related directors have avoided voting, and the voting procedures are legal and effective, in line with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. We agree to this connected transaction and submit it to the general meeting of shareholders of the company for deliberation.
6、 Opinions of independent directors on the company’s provision for asset impairment
After careful review, we believe that the company’s provision for impairment in accordance with the accounting standards for business enterprises and other relevant provisions, combined with the actual situation of the company’s assets and operations, conforms to the principles of accounting prudence and consistency, fairly reflects the company’s asset status at the end of the reporting period, helps to provide investors with more authentic and reliable accounting information, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. The decision-making procedures for withdrawing the provision for asset impairment comply with the provisions of relevant laws, regulations and the articles of association, and the company agrees to withdraw the provision for asset impairment this time. 7、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws, administrative regulations and departmental rules, and the internal control system has legitimacy, rationality and effectiveness. The company’s corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control system, the possible internal and external risks in each link have been reasonably controlled, and the predetermined objectives of the company’s activities have been basically achieved. The company’s internal control is effective. The company’s internal control self-evaluation report truly and objectively reflects the actual situation of the company’s internal control system construction, internal control system implementation and supervision.
8、 Independent opinion on the reappointment of ShineWing certified public accountants as the audit institution of the company 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. The decision-making procedures for the company to employ ShineWing certified public accountants as the company’s audit institution in 2022 comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. It is agreed that the board of directors of the company will submit the proposal to the general meeting of shareholders for deliberation.
(there is no text on this page, which is the signature page of the independent opinions of Yunnan Tourism Co.Ltd(002059) independent directors on matters related to the 28th meeting of the seventh board of directors)
Independent directors: long Chao, Wang Jun, Yang Xianghong March 28, 2022
