Welle Environmental Group Co.Ltd(300190)
Independent opinions of independent directors on relevant matters of the company
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guiding opinions of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange As independent directors of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as “the company”), based on the position of independent judgment, we hereby express independent opinions on the relevant proposals deliberated at the 23rd Meeting of the Fourth Board of directors of the company, in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as “the articles of association”):
1、 Independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties in 2021
In accordance with the provisions of the company law, the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies, the articles of association and other relevant documents of the CSRC, we have carefully understood and verified the occupation of related parties’ funds in 2021 with a rigorous and realistic attitude, and made the following special explanations and independent opinions:
After verification, the company did not occupy the company’s funds by controlling shareholders and other related parties during the reporting period, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period.
2、 About the company’s external guarantee in 2021
According to the provisions of the notice on regulating external guarantees of listed companies, the articles of association and other relevant documents, we have carefully understood and verified the external guarantees of the company during the reporting period, and made the following special instructions and independent opinions:
On January 15, 2021, the company held the 15th meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Changzhou Welle Environmental Group Co.Ltd(300190) kitchen waste treatment Co., Ltd. (hereinafter referred to as “Changzhou kitchen”), a wholly-owned subsidiary of the company. The company plans to provide guarantee for the fixed asset loan of RMB 11 million applied by Changzhou kitchen to China Minsheng Banking Corp.Ltd(600016) Changzhou sub branch, This guarantee can obtain necessary financial support for Changzhou kitchen and contribute to the sustainable and stable operation of Changzhou kitchen. The guarantee content and decision-making procedures comply with relevant regulations.
On April 27, 2021, the company held the 17th meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for the subsidiary Nanjing dule refrigeration equipment Co., Ltd. (hereinafter referred to as “dule refrigeration”), and the company plans to provide guarantee for the comprehensive credit of RMB 30 million applied by the subsidiary dule refrigeration to the bank, The details of the comprehensive credit applied by dule refrigeration are as follows: it applied for a comprehensive credit of RMB 20 million from China Merchants Bank Co.Ltd(600036) Nanjing Branch; Applied to Bank Of Nanjing Co.Ltd(601009) Lishui sub branch for a comprehensive credit of RMB 10 million. The company guarantees the comprehensive credit applied for by dule refrigeration at the equity ratio of 89.83%, that is, 26.949 million yuan, and the rest is guaranteed by other shareholders according to their respective shareholding ratio. This guarantee will help to meet the operating capital needs of Dole refrigeration. The financial risk of this guarantee is within the company’s control, and the provision of guarantee will not harm the interests of the company and shareholders, which is in line with relevant regulations.
On April 27, 2021, the company held the 17th meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Suzhou Hanfeng Technology Development Co., Ltd. (hereinafter referred to as “Hanfeng technology”), a wholly-owned subsidiary of the company. The company plans to provide guarantee for the comprehensive credit of RMB 40 million applied by Hanfeng technology to Agricultural Bank Of China Limited(601288) Zhangjiagang branch. This guarantee of the company can obtain necessary financial support for the daily operation of Hanfeng technology and contribute to the sustainable and stable operation of Hanfeng technology. During the guarantee period, the company has the ability to control the operation and management risks of Hanfeng technology, and the guarantee content and decision-making procedures comply with relevant regulations.
On April 27, 2021, the company held the 17th meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Hangzhou energy and Environment Engineering Co., Ltd. (hereinafter referred to as “hang Neng environment”), a wholly-owned subsidiary of the company. The company plans to provide guarantee for the comprehensive credit of RMB 50 million applied by Hang Neng environment to Bank Of Hangzhou Co.Ltd(600926) business department. This guarantee of the company can obtain necessary financial support for the daily operation of Hang Neng environment and contribute to the sustainable and stable operation of Hang Neng environment. The financial risk of this guarantee is within the company’s control, and the provision of guarantee will not damage the interests of the company and shareholders.
On May 28, 2021, the company held the 18th meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Shanxi Guoxin biomass energy development Co., Ltd. (hereinafter referred to as “Shanxi Guoxin”), a subsidiary of the company. The company holds 12.5% equity of Shanxi Guoxin, and the company plans to provide guarantee for 101425 million yuan of the 81.14 million yuan loan of Shanxi Guoxin, Shanghai bizhou environmental protection and Energy Technology Co., Ltd., another shareholder of Shanxi Guoxin, guarantees Shanxi Guoxin according to the shareholding ratio of 12.5%. Meanwhile, Shanxi Guoxin provides joint and several liability guarantee (i.e. counter guarantee) for the guarantee liability of the company in this loan. This guarantee of the company can obtain necessary financial support for the operation of Shanxi Guoxin and help promote the construction process of livestock and poultry manure treatment and resource utilization project in Shanxi Guoxin Energy Corporation Limited(600617) Ying county. The company’s guarantee behavior is fair and equal. The financial risk of this guarantee behavior is within the company’s control. Providing guarantee for it will not damage the interests of the company and shareholders.
On August 24, 2021, the company held the 20th meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd., a wholly-owned subsidiary of the company. The company plans to provide guarantee for the 80 million yuan credit line applied by Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd. (hereinafter referred to as “Suzhou Welle Environmental Group Co.Ltd(300190) “) to the bank, which can obtain necessary financial support for Suzhou Welle Environmental Group Co.Ltd(300190) and contribute to the sustainable and stable operation of Suzhou Welle Environmental Group Co.Ltd(300190) . Suzhou Welle Environmental Group Co.Ltd(300190) is a wholly-owned subsidiary of the company, with stable operation and absolute control over it. The financial risk of this guarantee is within the company’s control, and the provision of guarantee will not harm the interests of the company and shareholders.
On August 24, 2021, the company held the 20th meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Nanjing dule refrigeration equipment Co., Ltd., a subsidiary of the company. The company plans to provide guarantee for 20 million yuan of the comprehensive credit applied by dule refrigeration according to the equity ratio of 89.83%, that is, 17.966 million yuan, The remaining amount shall be guaranteed by other shareholders according to their respective shareholding ratio.
The company plans to provide guarantee for the comprehensive credit applied by Dole refrigeration to the bank, which can obtain necessary financial support for the operation of Dole refrigeration and contribute to the sustainable and stable operation of Dole refrigeration. This guarantee is fair and equitable. The financial risk of this guarantee is within the company’s control, and the guarantee will not damage the interests of the company and shareholders.
On October 27, 2021, the company held the 21st Meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Changzhou Welle Environmental Group Co.Ltd(300190) kitchen waste treatment Co., Ltd., a wholly-owned subsidiary of the company. The company plans to provide guarantee for the comprehensive credit of RMB 10 million applied by Changzhou kitchen to the bank. This guarantee will help to meet the operating capital needs of Changzhou kitchen. The company has the ability to control the operation and management risks of Changzhou kitchen during the guarantee period. The guarantee content and decision-making procedures comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders.
On October 27, 2021, the company held the 21st Meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Hangzhou energy and Environment Engineering Co., Ltd., a wholly-owned subsidiary of the company. The company plans to provide guarantee for the 80 million yuan comprehensive credit applied by Hang Neng environment to the bank. This guarantee will help to meet the operating capital needs of Hang Neng environment, During the guarantee period, the company has the ability to control the operation and management risks of Hang Neng environment. The guarantee contents and decision-making procedures comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders.
On October 27, 2021, the company held the 21st Meeting of the 4th board of directors, deliberated and passed the proposal on providing guarantee for Changzhou Jinyuan mechanical equipment Co., Ltd., a wholly-owned subsidiary of the company. The company plans to provide guarantee for the comprehensive credit of RMB 7 million applied by Changzhou Jinyuan mechanical equipment Co., Ltd. (hereinafter referred to as “Jinyuan machinery”) to the bank. The guarantee of the company will help to meet the operating capital needs of Jinyuan machinery, During the guarantee period, the company has the ability to control the operation and management risks of Jinyuan machinery. The guarantee content and decision-making procedures comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders.
On December 30, 2021, the company held the 22nd Meeting of the 4th board of directors and passed the proposal on providing guarantee for Nanjing dule refrigeration equipment Co., Ltd., a subsidiary of the company. The company plans to provide guarantee for the comprehensive credit applied by dule refrigeration to the bank according to the equity ratio, and the remaining amount will be guaranteed by other shareholders. Dule refrigeration is the holding subsidiary of the company. The company holds 89.83% of its equity, and the company has control over it. The company provides guarantee for the comprehensive credit applied by dule refrigeration to the bank, which is helpful to obtain necessary support for the operation of dule refrigeration. At the same time, the financial risk of this guarantee is within the control of the company, and the provision of guarantee will not damage the interests of the company and shareholders.
On December 30, 2021, the company held the 22nd Meeting of the 4th board of directors and passed the proposal on providing guarantee for the wholly-owned subsidiary of the company Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd. the company plans to provide guarantee for the comprehensive credit of RMB 60 million applied by Suzhou Welle Environmental Group Co.Ltd(300190) to the bank. This guarantee will help to meet the operating capital needs of Suzhou Welle Environmental Group Co.Ltd(300190) company, The company has the ability to control the operation and management risks of Suzhou Welle Environmental Group Co.Ltd(300190) during the guarantee period. The guarantee contents and decision-making procedures comply with the provisions of relevant laws, regulations and normative documents, and there is no situation damaging the interests of the company and shareholders.
On December 30, 2021, the company held the 22nd Meeting of the 4th board of directors, deliberated and approved the proposal on providing guarantee for Hainan Welle Environmental Group Co.Ltd(300190) Environmental Service Co., Ltd., a wholly-owned subsidiary of the company. The company plans to provide guarantee for the 75 million yuan project financing loan applied by Hainan Welle Environmental Group Co.Ltd(300190) to the bank: the guarantee of the company will help to meet the operating capital needs of Hainan Welle Environmental Group Co.Ltd(300190) company, The company has the ability to control the operation and management risks of Hainan Welle Environmental Group Co.Ltd(300190) during the guarantee period. The guarantee contents and decision-making procedures comply with the provisions of relevant laws, regulations and normative documents, and there is no situation damaging the interests of the company and shareholders.
3、 Independent opinions on related party transactions of the company in 2021
We have carefully understood and verified the related party transactions of the company during the reporting period, and made the following special instructions and independent opinions:
After verification, the company has no major related party transactions during the reporting period. The decision-making procedures of the company’s daily connected transactions comply with the provisions of relevant laws and regulations and the articles of association. The price of connected transactions is fair and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. The company’s internal control system is standardized, complete, reasonable and effective, without major defects, meets the requirements of relevant national laws, regulations and regulatory authorities, and can provide guarantee for the healthy operation of the company and the control of the company’s business risks.
5、 Independent opinions on the company’s profit distribution in 2021
After careful consideration of the company’s 2021 profit distribution proposal, we believe that the proposal is in line with the actual situation of the company. The company’s 2021 profit distribution plan matches the company’s performance, does not violate the relevant provisions of the company law and the articles of association, and does not violate laws, regulations and damage the interests of the company’s shareholders. Therefore, we agree that the company will submit the 2021 profit distribution plan to the 2021 annual general meeting of shareholders for deliberation.
6、 Independent opinions on the deposit and use of raised funds in 2021
After verification, we believe that the deposit and use of the company’s raised funds during the reporting period comply with the relevant provisions of 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 the deposit and use of raised funds. The special report on the deposit and use of raised funds in 2021 prepared by the company objectively and truly reflects the actual situation of the deposit and use of raised funds. 7、 Independent opinions on the appointment of the company’s audit institution in 2022
ShineWing Certified Public Accountants (special general partnership) is a professional audit institution with securities qualification. It served as the company’s audit in 2021. During its tenure as the company’s audit institution, it objectively and fairly audited the company’s financial status and operating performance. Therefore, we agree to appoint ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and agree to submit it to the company’s 2021 annual general meeting for deliberation.
9、 Proposal on providing guarantee for Haikou Shenwei Environmental Service Co., Ltd., a joint-stock subsidiary of the company
The company holds 30% of the equity of Haikou Shenwei Environmental Service Co., Ltd. (hereinafter referred to as “Haikou Shenwei”). Haikou Shenwei is a joint-stock subsidiary of the company. Now the company plans to guarantee the loan applied by Haikou Shenwei at the proportion of 30%, that is, to provide joint and several liability guarantee for the loan of 24 million yuan. At the same time, the company pledges the 30% equity of Haikou Shenwei to Haikou rural credit cooperative association as guarantee, The remaining loan amount is guaranteed by Haikou Shenwei Environmental Protection Industry Holding Co., Ltd., another shareholder of Haikou Shenwei. According to the shareholding ratio, the company is Haikou Shenwei
