Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
Independent opinions of independent directors on matters related to the 13th meeting of the 8th board of directors the 13th meeting of the 8th board of directors of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. (hereinafter referred to as "the company") was held in the conference room of the company on April 15, 2022. In accordance with the relevant provisions of the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and the articles of association, as independent directors of the company, we have made independent judgments on relevant matters in a pragmatic, serious and responsible manner and issued independent opinions as follows:
1、 Special instructions and independent opinions on fund occupation and external guarantee of related parties of the company
In accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchange between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, the company has carefully verified the company's capital occupied by related parties and external guarantee in 2021, and now expresses the following independent opinions:
1. In 2021, the company did not occupy the company's funds by controlling shareholders and other related parties. 2. By the end of 2021, the total amount of the company's external guarantee was 49.47 million yuan, which were the joint and several liability guarantee provided by the company for the bank loan of the holding subsidiary Cangzhou Lingang Yanuo Chemical Co., Ltd. from the previous year to the current year. In addition, the company has no other new external guarantee.
2、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the proposal of the company's profit distribution plan for 2021 comprehensively considers the actual operation of the company and the long-term interests of all shareholders, conforms to the objective situation of the company and the provisions of relevant laws, regulations and rules, and does not harm the interests of shareholders of the company, especially small and medium-sized shareholders. Therefore, we unanimously agree with the company's 2021 profit distribution plan proposed by the board of directors and agree to submit the company's 2021 profit distribution plan to the company's 2021 annual general meeting for deliberation.
3、 Independent opinions on the internal control evaluation report of the company in 2021
Based on our independent judgment, we have carefully checked the internal control of the company in 2021, and now express our independent opinions as follows:
According to the requirements of relevant laws and regulations and its own business characteristics, the company has established a relatively perfect internal control system, which meets the requirements of the company's current management and the needs of the company's development, and ensures the normal operation of all businesses of the company; The company's internal control system, internal control system and implementation in 2021 have no major defects or major defects, and the company's internal control is effective. The 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
4、 Independent opinion on the reappointment of the audit institution in 2022
After verification, Lianda Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, has many years of experience and ability to provide audit services for listed companies, and can provide real and fair audit services for the company. The re employment of the accounting firm will not violate the provisions of relevant laws and regulations, will not affect the audit quality of the company's financial statements, and will not damage the interests of the company and all shareholders. Based on the assessment and suggestions of the audit committee of the board of directors and the qualification verification of relevant institutions and personnel by all our independent directors, we agree to hire Lianda Certified Public Accountants (special general partnership) as the audit institution of the company's financial report and internal control in 2022, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation after the deliberation and approval of the board of directors.
5、 Independent opinions on daily connected transactions in 2022
After verification, we believe that the daily related party transactions between the company and related parties in 2022 are expected to be based on the market price and follow the principle of fair and reasonable pricing; When the board of directors of the company deliberated the above proposal, the related directors withdrew. The deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. There is no situation that damages the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. As an independent director of the company, according to the relevant provisions of the exchange, we agree to the proposal on daily related party transactions in 2022, And agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. Independent directors: Zhang Jinhui, Li Zhangfa, Chen Fangping
April 18, 2022
