Dynagreen Environmental Protection Group Co.Ltd(601330) independent director
Independent opinions on the 5th meeting of the 4th board of directors
As an independent director of Dynagreen Environmental Protection Group Co.Ltd(601330) (hereinafter referred to as the “company”) in accordance with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the Dynagreen Environmental Protection Group Co.Ltd(601330) articles of association, the Dynagreen Environmental Protection Group Co.Ltd(601330) independent director working system, the Dynagreen Environmental Protection Group Co.Ltd(601330) external guarantee system and the Dynagreen Environmental Protection Group Co.Ltd(601330) raised fund management system and other relevant provisions, We have carefully reviewed the relevant proposals submitted to the fifth meeting of the Fourth Board of directors of the company for deliberation, and issued the following independent opinions:
1. Independent opinions on the proposal on changes in accounting policies
We believe that this accounting policy change is a reasonable change in accordance with the requirements of relevant documents of the Ministry of finance, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. This accounting policy change can more objectively and fairly reflect the company’s financial situation and operating results. The decision-making procedures of the board of directors on this matter comply with the provisions of relevant laws and regulations and the articles of association, and agree to this accounting policy change.
2. Independent opinions on the proposal on withdrawing asset impairment of Ninghe straw project
We believe that the provision for asset impairment of Ninghe straw project complies with the relevant provisions of the accounting standards for business enterprises and the company’s financial management system, and the relevant review procedures are legal and compliant. After the provision for asset impairment this time, the company’s financial statements can more fairly reflect the company’s financial status and operating results, and help to provide investors with more authentic, reliable and accurate accounting information. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the provision for asset impairment this time.
3. Independent opinions on the proposal on profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 fully considers various factors such as the company’s operation, capital demand, shareholder return and future development, which is conducive to the sustainable and stable development of the company; Comply with the relevant provisions on profit distribution in the company law, the securities law and the articles of association, comply with the interests of the company and all shareholders, and there is no damage to the interests of medium and small shareholders. Therefore, we unanimously agree to the 2021 profit distribution plan of the board of directors of the company and submit it to the general meeting of shareholders of the company for deliberation.
4. Independent opinions on the proposal on the evaluation of internal control and confirmation of the effectiveness of risk management in 2021
We believe that the company has established a relatively sound internal control system, and all internal control systems meet the requirements of relevant Chinese laws and regulations and securities regulatory authorities, meet the actual needs of the current company’s operation and management, and can be effectively implemented. The company’s 2021 internal control evaluation report comprehensively, truly and accurately reflects the actual situation of the company’s 2021 internal control system construction. We unanimously agree with the conclusions made in the company’s 2021 internal control evaluation report.
5. Independent opinions on the proposal on the special report on the deposit and actual use of raised funds in 2021
We believe that the deposit and actual use of the company’s raised funds in 2021 comply with the relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the relevant provisions of the measures for the management of raised funds of the company, There is no violation in the deposit and use of the raised funds, and there is no change in the use of the raised funds in a disguised form and damage to the interests of the listed company and its shareholders. The special report on the deposit and actual use of the company’s raised funds in 2021 is true, accurate and complete, without any false records, misleading statements or major omissions, and truly and objectively reflects the deposit and use of the company’s raised funds.
6. Independent opinions on the proposal on the group’s application for comprehensive credit in 2022 and the proposal on the application for fixed asset loans by the group’s subordinate project companies
We believe that the company’s application for comprehensive credit and guarantee of fixed asset loans to subordinate companies is conducive to the operation and project construction of subordinate companies, reduce the company’s financial cost, control the risk, and do not damage the interests of the company and its shareholders, especially small and medium-sized shareholders; The subject qualification, financial status and guarantee review procedures of these subordinate project companies comply with the requirements of relevant laws and regulations such as the notice of China Securities Regulatory Commission and CBRC on regulating the external guarantee behavior of listed companies (2005), the stock listing rules of Shanghai Stock Exchange and the relevant provisions of the articles of Association and the external guarantee system. Therefore, we agree that the company will provide joint and several liability guarantee for its subsidiaries to apply for loans from financial institutions.
7. Independent opinions on the proposal on the remuneration plan of the company’s directors and supervisors in 2022 and the proposal on the remuneration assessment of the company’s senior managers in 2021 and the remuneration plan in 2022
The remuneration plan of the directors and supervisors of the company is formulated according to the industry of the company and in combination with the actual operation of the company. The voting procedure is legal and effective, there is no damage to the interests of the company and shareholders, and it is in line with the relevant national laws, regulations and the articles of association.
The salary of senior managers of the company is related to task indicators and performance appraisal, which reflects the incentive and restraint effect on senior managers. The remuneration plan of the company’s senior managers is formulated according to the industry of the company and in combination with the actual operation of the company. The voting procedures are legal and effective, there is no damage to the interests of the company and shareholders, and comply with the relevant national laws, regulations and the articles of Association.
8. Independent opinions on the proposal on the use of funds raised by convertible bonds
We believe that the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance, as well as the increase of capital and loans from subsidiaries to implement the raised investment projects, the relevant procedures comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) The requirements of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, as well as the provisions of the company’s management system for raised funds, comply with the company’s plan for the use of raised funds and are conducive to further promoting the implementation of the company’s investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company and all shareholders. The subsidiary receiving the raised funds has opened a special account for the raised funds and will sign a four party supervision agreement on the storage of the special account for the raised funds with the company, the deposit bank and the recommendation institution to ensure the safe use of the raised funds. Therefore, we agree to use the raised funds to replace the self raised funds invested in the raised investment projects in advance, and allocate capital or loans to relevant subsidiaries to implement the raised investment projects.
9. Independent opinions on the proposal on Revising the salary and welfare management measures
We believe that the newly revised salary and welfare management measures have improved the company’s salary management system, which is conducive to promoting the high-quality development of the enterprise, in line with the actual operation of the company, the formulation of voting procedures is legal and effective, there is no damage to the interests of the company and shareholders, and in line with the provisions of relevant national laws, regulations and the articles of association.
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(there is no text on this page, which is the signature page of Dynagreen Environmental Protection Group Co.Ltd(601330) independent director’s independent opinions on the fifth meeting of the Fourth Board of directors) signature of independent director:
Fu Jie
(this page is blank and is the signature page of Dynagreen Environmental Protection Group Co.Ltd(601330) independent director’s independent opinions on the fifth meeting of the Fourth Board of directors) signature of independent director:
Xie Lanjun
(this page is blank and is the signature page of Dynagreen Environmental Protection Group Co.Ltd(601330) independent director’s independent opinions on the fifth meeting of the Fourth Board of directors) signature of independent director:
Zhou Beihai
Mm / DD / 2022
