Beijing Originwater Technology Co.Ltd(300070) independent directors
Independent opinions on matters related to the 23rd Meeting of the 5th board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the standardized operation of GEM listed companies, the articles of Association and other relevant laws, regulations and normative documents, as an independent director of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as the “company”), in the spirit of conscientiousness Responsible attitude, based on the independent, prudent and objective position, we express independent opinions on the relevant matters of the 23rd Meeting of the 5th board of directors as follows:
1、 Independent opinions on related party transactions of the company in 2021;
The related party transactions of the company in 2021 are fair and impartial, and there is no obvious unfairness, manipulation of the company’s profits through related party transactions, or damage to the interests of the company and other shareholders. The decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, and the pricing of related party transactions follows the principles of fairness and rationality.
2、 Independent opinions on the self-evaluation report of the company’s internal control;
The company’s current internal control system and control system have been basically established and improved, which can meet the requirements of the company’s management and the needs of the company’s development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the good operation of the company’s business activities and the implementation of relevant national laws and regulations and the company’s internal rules and regulations. Since the formulation of the company’s internal control system, the company’s internal control over related party transactions, external guarantees, use of raised funds, major investments, information disclosure, etc. has been strict, sufficient and effective, which ensures the normal operation and management of the company, conforms to the actual situation of the company, and is reasonable and effective. After review, we believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
3、 Independent opinions on the occupation of funds by the controlling shareholders and other related parties of the company and the external guarantee of the company in the current period;
After careful understanding and verification of the funds occupied and external guarantees by the controlling shareholders and related parties during the reporting period, we believe that: (1) there was no abnormal occupation of the company’s funds by the controlling shareholders and other related parties during the reporting period; (2) During the reporting period, the company did not provide guarantees for controlling shareholders, other related parties, any legal entity or individual.
4、 Independent opinions on the remuneration of directors and senior managers of the company;
In accordance with the relevant provisions of the articles of association and other relevant laws and regulations, after reviewing the relevant proposal materials, we express independent opinions on the remuneration of the company’s directors and senior managers as follows:
In 2021, the company can strictly implement the remuneration of senior managers and relevant incentive and assessment system. The incentive and assessment system and remuneration payment procedures formulated by the company comply with the provisions of relevant laws, regulations and the articles of association. The disclosed remuneration is reasonable and true. The procedures for the payment of senior management remuneration in this year comply with the relevant provisions. We have no objection to this.
The remuneration plan of the company’s directors and senior managers in 2022 is determined according to the size of the company, the remuneration level of other companies in the same industry and the actual situation of the company, which is in line with the provisions of relevant laws, regulations and the articles of association. We have no objection to this.
5、 Independent opinions on the prediction of daily connected transactions in 2022;
In accordance with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other laws, regulations, normative documents and the articles of association, as an independent director of the company, he expressed the following independent opinions on the proposal on the prediction of daily connected transactions in 2022 considered at the 23rd Meeting of the Fifth Board of directors:
The transactions between the company and related parties are conducted in accordance with the principle of fairness and voluntariness, and the transaction price is determined according to the fair price. There is no violation of the principles of openness, fairness and impartiality, and there is no behavior damaging the interests of the company and shareholders. When the board of directors of the company deliberated on this related party transaction, the related directors made a withdrawal vote, and the deliberation and voting procedure was legal and effective, in line with the provisions of relevant laws, regulations and the articles of association.
6、 Independent opinions on the company’s profit distribution plan in 2021;
After carefully reading the company’s 2021 profit distribution plan and other materials, the independent directors made the following independent opinions:
If the company’s annual cumulative profit distribution is less than 15% of the company’s actual profit distribution in 2021 after verification, it shall not be less than 15% of the company’s annual cash distribution. There is no violation of laws and regulations or damage to the interests of shareholders of the company, especially small and medium-sized shareholders. Therefore, we agree to this profit distribution plan of the company and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the completion of the company’s performance commitments;
In 2021, the company’s net profit attributable to the owner of the parent company failed to meet the performance commitment requirements in the share transfer agreement. According to the agreement, the commitment party shall perform the performance compensation obligation. The company shall give a written prompt to the commitment party that it has touched on the performance compensation situation, and please confirm the applicable scheme of performance commitment as soon as possible and perform the compensation obligation according to the contract. The proposal on the completion of this performance commitment is in line with the overall interests of the company and all shareholders and will not have a significant adverse impact on the normal operation and business development of the company. The relevant decision-making procedures comply with the relevant laws and regulations of the CSRC, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, comply with the relevant provisions of the equity transfer agreement, and do not harm the interests of all shareholders, especially small and medium-sized shareholders.
8、 Independent opinions on changing the registered capital and amending the articles of Association;
The change of registered capital and the amendment of the articles of association of the company comply with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the standardized operation of companies listed on the gem and other relevant laws and regulations, and there is no damage to the interests of the company and all shareholders. Therefore, we unanimously agree to change the registered capital and amend the articles of association of the company.
9、 Independent opinions on providing guarantee for Sihong Jiuan water affairs Co., Ltd;
Sihong Jiuan water Co., Ltd. is an indirect holding subsidiary of the company. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt. This guarantee will not adversely affect the normal operation and business development of the company and its holding subsidiaries. The contents and decision-making procedures of this guarantee comply with the requirements of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the standardized operation of GEM listed companies.
As an independent director of the company, I agree that the company will provide 80% joint and several liability guarantee for the comprehensive credit business with an amount of no more than RMB 180 million applied by Sihong Jiuan water affairs Co., Ltd. to Industrial And Commercial Bank Of China Limited(601398) Sihong sub branch, with a guarantee amount of no more than RMB 144 million, a business term of 15 years, and a guarantee period of 3 years from the date of expiration of the guaranteed debt under the main contract.
10、 Independent opinions on providing guarantee for Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd;
Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd. is a holding subsidiary of the company. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party. This guarantee will not adversely affect the normal operation and business development of the company and its holding subsidiaries. The contents and decision-making procedures of this guarantee comply with the requirements of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the standardized operation of GEM listed companies.
As an independent director of the company, I agree that the company will provide 80% joint and several liability guarantee for the comprehensive credit business with an amount of no more than RMB 117 million applied by Xinxiang Beijing Originwater Technology Co.Ltd(300070) water treatment Co., Ltd. to China Construction Bank Corporation(601939) Xinxiang branch, with a guarantee amount of no more than RMB 93.6 million and a business term of 151 months. The guarantee period is 3 years from the date of expiration of the guaranteed debt under the main contract.
11、 Independent opinions on applying to CCCC Finance Leasing Co., Ltd. for reverse factoring business and related party transactions.
The company’s application for reverse factoring business with CCCC Finance Leasing Co., Ltd. is based on the actual needs of the company’s production and operation. The transaction terms are fully negotiated and determined by both parties, and the transaction price is reasonable. The above related party transactions follow the principles of openness, fairness and impartiality, and the decision-making procedures of this matter comply with the requirements of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, There is no situation that damages the interests of the company and shareholders. The above related party transactions are in line with the company’s development strategy and the interests of the company and all shareholders. When the board of directors of the company considered the proposal of related party transactions, the related directors have avoided voting, and the decision-making procedures comply with the provisions of relevant laws and regulations. Therefore, we agree to the above related party transactions.
Independent directors: Wang Kaijun, Wang Yueyong, Fu Tao April 8, 2002
