Xiongan Kerong Environment Technology Co.Ltd(300152)
Report of independent directors on the sixth meeting of the Fifth Board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the relevant provisions of the company's independent director system, as an independent director of Xiongan Kerong Environment Technology Co.Ltd(300152) (hereinafter referred to as the "company"), based on independent judgment and in line with the position of the company With a responsible attitude and the principle of seeking truth from facts, all Shareholders hereby express their independent opinions on the relevant matters of the sixth meeting of the Fifth Board of directors of the company as follows:
1、 Independent opinion on self-evaluation report of internal control in 2021
China Securities Tiantong Certified Public Accountants (special general partnership) believes that in addition to the impact of the matters described in the "matters leading to qualified opinions", the company has maintained effective internal control related to financial statements on December 31, 2021 in accordance with the basic norms of enterprise internal control and relevant regulations issued by the Ministry of Finance and other five ministries and commissions. For the "reserved opinions", the company will focus on optimizing and paying attention to the relevant internal control processes, and eliminate the matters involved in the "reserved opinions" as soon as possible.
After review, we believe that the 2021 internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system, and we agree with the 2021 internal control self-evaluation report.
2、 Independent opinions on the remuneration of directors and senior executives of the company
After verification, the remuneration proposal of directors and senior managers formulated by the company is consistent with the overall remuneration mechanism of the company, which is conducive to ensuring the achievement of the company's business objectives. The proposal on the remuneration of directors and senior managers of the company shall be reviewed and approved by the nomination, remuneration and assessment committee of the board of directors of the company, and submitted to the board of directors and the general meeting of shareholders for deliberation. The deliberation procedure is legal and compliant.
4、 Independent opinions on the renewal of China Securities Tiantong Certified Public Accountants (special general partnership)
This matter has been deliberated and adopted at the 6th meeting of the 5th board of directors of the company. The relevant decision-making procedures comply with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. China Securities Tiantong Certified Public Accountants (special general partnership) has the qualification of securities and futures, and has the experience and ability to provide audit services for listed companies. During the audit of the company, it can follow the relevant provisions of the independent audit standards for Chinese certified public accountants and other systems, be diligent and responsible, fairly and reasonably express independent audit opinions, and issue fair and reasonable audit reports Objectively evaluate the company's financial situation and operating results. In order to ensure the normal audit work of the company, we agree to renew the appointment of China Securities Tiantong Certified Public Accountants (special general partnership) as the company's 2022 financial report audit institution.
5、 Independent opinion on the provision for asset impairment in 2021
After verification, the company's provision for asset impairment this time is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company's assets, and does not damage the interests of the company and minority shareholders. After the provision for impairment is made, it can more fairly reflect the financial situation of the company. The independent directors of the company unanimously agreed on the provision for asset impairment this time.
6、 With regard to the independent opinion of the company and its subsidiaries on applying for comprehensive credit line and providing guarantee in 2022, the company and its subsidiaries intend to apply to banks and other financial institutions for comprehensive credit line with a total amount of no more than RMB 1 billion (or equivalent foreign currency), and the credit line applied by a single bank shall not exceed RMB 500 million (or equivalent foreign currency); Under the above credit line, the company and its subsidiaries intend to provide a total guarantee line of no more than RMB 39.92 million for the subsidiaries, and the subsidiaries intend to provide a total guarantee line of no more than RMB 50 million for the company. The credit extension of a single bank exceeding the above line and the credit extension exceeding the total amount of the above-mentioned credit shall be subject to the approval procedure again according to the amount involved. Finally, the credit line actually approved by each bank shall prevail, and the specific financing amount will be determined according to the actual operation needs of the company. The validity period of the above guarantee line is from the date when the proposal is approved by the company's annual general meeting in 2021 to May 31, 2023.
7、 Independent opinions on the occupation of funds by related parties of the company
The special statement issued by China Securities Tiantong Certified Public Accountants (special general partnership) truthfully reflects the funds occupied by the controlling shareholders and other related parties of the company; In addition, there is no illegal occupation of the funds of the listed company by the controlling shareholders and other related parties, and there is no advance payment of wages, benefits, insurance, advertising and other period expenses, costs or other expenses for the controlling shareholders and other related parties. For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Special instructions and independent opinions on the occupation of related funds of the company disclosed.
8、 Independent opinions on the company's addition of members of the 5th board of directors
We carefully and seriously considered the proposal on the company's addition of members of the Fifth Board of directors considered at the sixth meeting of the Fifth Board of directors of the company. We hereby express the following independent opinions on the motion:
1. After reviewing the personal resume, work performance and other relevant materials of the director candidate, it is not found that there is any situation that does not comply with the provisions of the company law, and it is determined by the CSRC that it is prohibited from entering the market or the prohibition has not been lifted, and the qualification is legal;
2. The nomination and appointment procedures of director candidates comply with the relevant provisions of the company law and the articles of association, and the nomination methods and appointment procedures are legal;
3. It is understood that the candidates for directors have the working conditions and qualifications specified in the company law and the articles of association, and have rich working experience. They are competent for the post of director and can meet the needs of the post responsibilities of the company, which is beneficial to the normal operation of the company.
Therefore, we agree to submit the proposal on adding members of the seventh board of directors to the general meeting of shareholders for deliberation.
9、 Independent opinion on the special explanation of the company's 2021 qualified opinion audit report
We carefully reviewed the financial report of the company in 2021 and the qualified audit report issued by China Securities Tiantong Certified Public Accountants (special general partnership), and talked and investigated the relevant contents of the financial report and audit report with the certified public accountants and the management of the company. We believe that:
The contents of the qualified opinion audit report issued by China Securities Tiantong Certified Public Accountants (special general partnership) truthfully reflect the current situation of the company. We agree with the relevant explanation and handling of the matter by the board of directors of the company. It is hoped that the board of directors and the management will actively take practical measures to properly handle relevant matters, maintain the sustainable, stable and healthy development of the company, and effectively safeguard the rights and interests of all shareholders and investors.
As an independent director of the company, we pay close attention to the relevant matters involved in the audit opinions issued by the audit institution, and will strictly urge the company to seriously implement and solve them to eliminate the impact of relevant matters. For details, see the independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors disclosed by the company on the same day.
(no text below)
Independent directors: Xie Simin, song Yantao and Jiang Peng, April 19, 2002 (this page has no text and is the signature page of Xiongan Kerong Environment Technology Co.Ltd(300152) independent directors' independent opinions on matters related to the sixth meeting of the Fifth Board of directors)
Signature of independent director:
Xie Simin:
Song Yantao:
Jiang Peng:
specific date
