Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
Independent opinions on matters related to the 12th meeting of the 4th board of directors
On April 8, 2022, Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors. According to the Listing Rules of GEM stocks of Shenzhen Stock Exchange, self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the articles of Association, working system of independent directors and other relevant provisions, Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as “the company”) served as an independent director of the 4th board of directors, Carefully read the relevant meeting materials and understood and inquired about the relevant matters involved. Independent opinions on relevant matters are as follows:
1、 Independent opinions on the self evaluation report on internal control of the company in 2021
After review, we believe that the company has established a relatively perfect internal control system, and all internal control systems comply with relevant national laws, regulations and the provisions and requirements of regulatory authorities, and can be effectively implemented to ensure the orderly development of the company’s production, operation and management activities. The company’s 2021 internal control self-evaluation report truly and objectively reflects the construction and operation of the company’s internal control system.
2、 The independent opinion on the special report on the deposit and use of the company’s raised funds in 2021 has been verified that the special report on the deposit and use of the company’s raised funds in 2021 prepared by the board of directors can truly, accurately and completely reflect the real situation of the company’s deposit and use of the raised funds, which is in line with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the company’s management system for raised funds, there is no illegal deposit and use of raised funds, and there is no damage to the interests of the company and all shareholders. Therefore, we agree with the matter.
3、 Independent opinions on using idle raised funds for cash management
The independent directors of the company carefully reviewed the matters of the proposal on using idle raised funds for cash management, and agreed that under the condition of not affecting the construction of raised funds and the normal operation of the company, the company should reasonably use idle raised funds of no more than RMB 490 million (including this amount) for cash management, which is conducive to improving the use efficiency of idle raised funds and increasing the investment income of the company, It is in line with the interests of the company and all shareholders to obtain more returns for the company and shareholders, and there is no case of changing the purpose of the raised funds in a disguised form, or damaging the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and express clear consent to the above matters.
4、 Independent opinions on using idle self owned funds for cash management
We have carefully reviewed the matters of the proposal on using idle self owned funds for cash management, and believe that under the condition of not affecting the normal operation of the company and its subsidiaries, making rational use of idle self owned funds of no more than 300 million yuan (including principal) for cash management is conducive to improving the use efficiency of idle self owned funds, increasing the investment income of the company and obtaining more returns for the company and its shareholders, The situation conforms to the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and we express our clear consent to the above matters.
5、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the 2021 profit distribution plan proposed by the board of directors of the company, which does not distribute cash dividends, bonus shares or convert capital reserve into share capital, is in line with the actual situation of the company and relevant regulations. The profit distribution plan is legal, compliant and reasonable, and there is no damage to the rights and interests of minority shareholders, Conducive to the long-term development of the company. Therefore, we unanimously agree to the proposal on the profit distribution plan for 2021 and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Independent opinion on the reappointment of the audit institution in 2022
After examination, we believe that Grant Thornton Certified Public Accountants (special general partnership) (hereinafter referred to as “Grant Thornton”) has the experience and ability to provide audit services for listed companies. Since the company hired Zhitong as the company’s audit institution, it has worked diligently and adhered to a fair and objective attitude for independent audit. Its professional competence, investor protection ability, integrity and independence meet the qualification requirements for serving the company. Agree to renew the appointment of Grant Thornton as the company’s audit institution in 2022 and submit the matter to the general meeting of shareholders for deliberation.
7、 Independent opinions on applying for comprehensive credit line from financial institutions in 2022
After verification, we believe that the company’s application for comprehensive credit line is to meet the actual capital needs of the company’s daily operation, help stabilize the company’s sustainable development and accelerate the national strategic layout, and play a positive role in the company’s production and operation. The conduct of this matter does not harm the interests of the company and all shareholders. The independent directors unanimously agreed that the company would apply for a comprehensive credit line from financial institutions in 2022 and agreed to submit this matter to the general meeting of shareholders for deliberation.
8、 Independent opinions on the prediction of external guarantee amount in 2022
After verification, we believe that the company strictly abides by the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange, and strictly reviews the external guarantee. The guarantee provided by the company for the subsidiaries and the mutual guarantee provided by the subsidiaries within the scope of the consolidated statements are to meet the actual production, operation and business development capital needs of the company, without damaging the interests of the company and all shareholders. Agree to submit the matter to the general meeting of shareholders for deliberation.
9、 Independent opinions of related parties on providing related party guarantee for the company and its subsidiaries applying for comprehensive credit line to financial institutions in 2022
After verification, the related parties agree to provide joint and several liability free guarantee for the company and its subsidiaries to apply for comprehensive credit from financial institutions, and are exempt from the payment of guarantee fees, which is in line with the necessity of the company’s business development and supports the development of the company. There is no damage to the interests of the company and other shareholders, especially small and medium-sized investors, and is in line with the actual situation of the company’s business development; During the consideration of this matter, the related directors avoided voting, and the relevant guarantee behavior met the requirements of relevant laws and regulations. Therefore, the independent directors unanimously agreed to the proposal on related party guarantee for the company and its subsidiaries applying for comprehensive credit line from financial institutions in 2022 and agreed to submit the matter to the general meeting of shareholders for deliberation.
10、 Independent opinions on changes in accounting policies
After verification, the independent directors believe that this accounting policy change is a reasonable change in accordance with the requirements of the notice on revising and printing the accounting standards for Business Enterprises No. 21 – leasing issued by the Ministry of finance, which can more objectively and fairly reflect the company’s financial situation and operating results, and is in line with the actual situation of the company. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the rights and interests of the company and shareholders. All independent directors unanimously agreed to the accounting policy change.
11、 Independent opinions on the remuneration scheme of directors and senior managers of the company in 2022
After verification, the independent directors believe that the remuneration scheme of directors and senior managers in 2022 complies with the articles of association and relevant laws and regulations, conforms to the actual operation of the company, is conducive to strengthening the diligence of directors and senior managers, encouraging the management to improve work efficiency, and is conducive to the sustainable and stable development of the company. The independent directors unanimously agreed on this remuneration scheme and agreed that the remuneration scheme of directors in this matter should be submitted to the general meeting of shareholders for deliberation.
Independent directors are not required to express independent opinions on the remuneration scheme of supervisors.
12、 Independent opinions on the company’s expected daily connected transaction limit in 2022
After verification, we believe that the company’s daily related party transactions in 2022 are expected to meet the needs of the company’s business development and production and operation. The related party transactions follow the commercial principles of compensation, fairness, impartiality, voluntariness and equality, and the pricing is fair and reasonable, which is in line with the overall interests of the company. The related directors have avoided voting, the review procedures comply with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders, We unanimously passed the proposal on the company’s expected daily connected transaction quota in 2022.
13、 Independent opinions on related party transactions between wholly-owned subsidiaries and actual controllers
After verification, we have carefully reviewed the relevant transaction background, transaction price and other terms. The connected transaction will not affect the independence of the company, damage the legitimate interests of the company and minority shareholders, and will not have a negative impact on the future financial status and operating results of the company. The voting procedure shall comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
14、 Independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021
In accordance with the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem, Shenzhen Stock Exchange gem stock listing rules, listed company regulatory guidelines No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and the articles of association.
After verification, in 2021, there was no illegal occupation of the company’s funds by the controlling shareholders and their related parties, and there was no illegal occupation of the company’s funds by the controlling shareholders and other related parties that occurred in previous years and accumulated to December 31, 2021.
Verified; In 2021, the company did not provide guarantees for controlling shareholders and other related parties, nor did it violate external guarantees, nor did it damage the interests of the company and all shareholders.
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(there is no text on this page, which is the signature page of Jiangsu Chinagreen Biological Technology Co.Ltd(300970) independent directors’ independent opinions on matters related to the 12th meeting of the 4th board of directors) independent directors:
Wu Xiaoping, Li Zhengming, Xie Nan
specific date
