Gansu Engineering Consulting Group Co.Ltd(000779) independent director
Independent opinions on 2021 annual report and other related matters
As an independent director of Gansu Engineering Consulting Group Co.Ltd(000779) (hereinafter referred to as “the company”), in accordance with the relevant provisions of normative documents such as 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 of the company, based on the principles of fairness, impartiality and objectivity, he expressed the following independent opinions on the 2021 annual report and other related matters of the company:
1、 Independent opinions on 2021 profit distribution plan
The company’s profit distribution plan for 2021 is in line with the current actual situation of the company and the provisions of relevant laws and regulations, normative documents and the articles of association, which is conducive to the sustainable, stable and healthy development of the company and does not harm the interests of investors. The voting procedures of the board of directors comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and the voting procedures are legal and effective. Approve the company’s profit distribution plan for 2021 and submit it to the company’s 2021 annual general meeting for deliberation. 2、 Independent opinions on the internal control evaluation report of the company in 2021
The company’s existing internal control system has covered all levels and links of production and operation, forming a standardized management system. The company’s internal control environment, risk assessment, control activities, information and communication, internal supervision and other matters are carried out in strict accordance with the provisions of the company’s internal control systems, and the possible internal and external risks in each link have been reasonably controlled, and the expected objectives of the company’s internal control have been basically achieved. The form and content of the company’s internal control evaluation in 2021 comply with the requirements of the basic norms of enterprise internal control, the guidelines on internal control of listed companies of Shenzhen Stock Exchange and relevant laws, regulations and normative documents, and truly and accurately reflect the current situation of the company’s internal control. There are no false records, misleading statements or major omissions.
3、 Independent opinions on the occupation of non operating funds and other related capital transactions in 2021
YONGTUO Certified Public Accountants issued the audit report on the occupation of funds by Gansu Engineering Consulting Group Co.Ltd(000779) controlling shareholders and other related parties (yzzz (2022) No. 310140) to the company. After verification, the capital transactions between the company and related parties are normal. As of December 31, 2021, the company has no non operational occupation of funds by controlling shareholders and other related parties.
4、 Independent opinions on the special description of the company’s guarantee matters in 2021
The company strictly controls the external guarantee risk of the company in accordance with the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee behavior of listed companies, the articles of association and the measures for the administration of external guarantee of the company. The total amount of guarantee in the report period is RMB 2378200, and the actual amount of guarantee in the report period is RMB 355000. The guarantee balance accounts for 0.85% of the company’s net assets. The guarantees provided by the company comply with relevant regulations, and the decision-making procedures are legal and compliant. There is no situation that damages the interests of the company and its shareholders, especially minority shareholders, or provides guarantees for shareholders, actual controllers and their related parties.
5、 Independent opinions on the expected daily related party transactions in 2022
The company expects that the daily related party transactions with related parties in 2022 belong to normal market behavior, meet the needs of the company’s operation and development, follow the market-oriented principle, and price according to the market fair price. The transaction price is reasonable and fair, reflecting the principle of fairness and justice; Such transactions have no impact on the independence of the company, and the company’s main business will not rely on related parties due to such transactions; The decision-making procedures of the board of directors on the daily related party transactions comply with the relevant national laws, regulations and the articles of association. There is no damage to the rights and interests of the company and minority shareholders, which is in line with the interests of the company and all shareholders. We unanimously agree on the transactions expected to be involved in the company’s daily connected transactions in 2022.
6、 Independent opinion on the provision for asset impairment in 2021
The company’s provision for asset impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. The review procedures are legal and based on sufficient basis. After the provision for asset impairment is made, the financial statements can more fairly reflect the company’s financial status and operating results, which is in line with the overall interests of the company and does not damage the interests of the company and minority shareholders. We agree that the provision for asset impairment is made this time. 7、 Independent opinions on signing the custody agreement and related party transactions of Gansu Longwan Products Co., Ltd
The signing of the entrusted management agreement between the company and Gansu SDIC can further straighten out the asset management and use relationship of Longwan company, which is conducive to realizing resource coordination and promoting mutually beneficial development; The signed entrusted management agreement complies with the provisions of relevant laws and regulations; The trusteeship of Longwan company and the collection of management fee will not have an adverse impact on the company’s operation, financial status and operating results; The convening procedures and voting procedures of the board of directors of the company for reviewing the proposal comply with relevant laws and regulations, the articles of association and other relevant provisions. During the deliberation of the proposal, the related directors avoid voting. There is no situation that damages the interests of the company and minority shareholders.
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independent director:
Wan Hongbo, Li Zongyi, Wang Jingui
April 19, 2022
