Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) independent director
Independent opinions on matters related to the 14th meeting of the 4th board of directors
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, we are independent directors of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as the "company"), After deliberation on the relevant proposals of the 14th meeting of the 4th board of directors held by the company, based on the position of independent judgment and careful research, we hereby express the following independent opinions on the relevant matters of the meeting:
1、 Special instructions and independent opinions on the company's funds occupied by the company's controlling shareholders and other related parties and the company's external guarantee
In accordance with the provisions of the company law, the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies and other relevant regulations, as well as the relevant requirements of the articles of association and the decision management system for external guarantees, we have carefully reviewed the occupation of the company's funds and external guarantees by the company's controlling shareholders and other related parties during the reporting period, and now issue the following special instructions and independent opinions:
1. During the reporting period, the company did not occupy the company's funds by controlling shareholders and other related parties, nor did it occupy the company's funds in disguised form in other ways;
2. The company can strictly follow the relevant provisions of the company law and other laws and regulations and the articles of association, strictly perform the review procedures of external guarantee and strictly control the risk of external guarantee.
(1) During the reporting period, the guarantee items approved by the company are as follows:
Provide a guarantee with a total amount of no more than 170 million yuan for the wholly-owned subsidiary Yueyang Gaolan energy saving equipment manufacturing Co., Ltd. to apply for comprehensive credit from the bank, and a guarantee with a total amount of no more than 100 million yuan for the holding subsidiary Dongguan Sixiang insulating material Co., Ltd. to apply for comprehensive credit from the bank.
(2) As of the end of the reporting period, the actual guarantee situation of the company is as follows:
The actual guarantee balance for the subsidiary is 112.84 million yuan, of which the guarantee balance for the holding subsidiary Dongguan Sixiang insulation material Co., Ltd. to apply for comprehensive credit from the bank is 89.25 million yuan, and the guarantee balance for the wholly-owned subsidiary Yueyang Gaolan energy saving equipment manufacturing Co., Ltd. to apply for comprehensive credit from the bank is 23.59 million yuan.
The above guarantees have fulfilled the approval procedures and information disclosure obligations required by laws and regulations, are legal and compliant, the guarantee risk is controllable, and there is no damage to the legitimate rights and interests of the company and shareholders. In addition to the above guarantees, the company has no other external guarantees.
2、 Independent opinions on the self-evaluation report of the company's internal control in 2021
Through careful review of the company's self-evaluation report on internal control in 2021, we believe that at present, the company has established a relatively perfect corporate governance structure and a sound internal control system, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. The company's internal control system has strong pertinence, rationality and effectiveness, and has been well implemented and implemented. It has played a good management and control role in all key links of the company's operation, such as procurement, production and sales, as well as related party transactions, external guarantee, major investment, use of raised funds, information disclosure, etc., and can provide a reasonable guarantee for the preparation of true and fair financial statements, Ensure the healthy operation of the company's business activities and the control of business risks. We believe that the self-evaluation report of the company's internal control comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
3、 Independent opinions on the company's profit distribution plan in 2021
After review, we believe that the profit distribution plan complies with the relevant provisions of the company law and the China Securities Regulatory Commission on cash dividends of listed companies, as well as the relevant provisions of the articles of association and the plan for shareholders' dividend return in the next three years (20192021). The profit distribution plan comprehensively considers the actual operation of the company in 2021, share repurchase, development planning and working capital demand in 2022, which is in line with the actual situation of the company and the long-term interests of shareholders, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders. Therefore, we agree to the company's profit distribution plan for 2021.
4、 Independent opinions on the deposit and use of the company's raised funds in 2021
After review, we believe that in 2021, the company has stored and used the raised funds in a special account in strict accordance with the requirements of relevant laws, administrative regulations and normative documents such as the company law, the securities law, the guidelines for self discipline and supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and the company's management system for raised funds, and performed the corresponding legal procedures, There is no disguised change in the purpose of raised funds or illegal use of raised funds. The company's storage and use of raised funds are legal and compliant, and can perform relevant information disclosure in a timely, true, accurate and complete manner.
5、 Independent opinions on the company's prediction of providing guarantee for the subsidiary's application for credit extension to the bank in 2022
After verification, we believe that this guarantee is to provide guarantee for the wholly-owned subsidiary Yueyang Gaolan energy saving equipment manufacturing Co., Ltd. (hereinafter referred to as "Yueyang Gaolan") and the holding subsidiary Dongguan Sixiang insulation material Co., Ltd. (hereinafter referred to as "Dongguan Sixiang") to apply for comprehensive credit from the bank. The company provides guarantee for the above subsidiaries to meet their business development needs. Yueyang Gaolan and Dongguan Sixiang are subsidiaries within the scope of the company's consolidated statements, and the company has formulated strict external guarantee approval authority and procedures, which can effectively prevent external guarantee risks. This guarantee will not have an adverse impact on the company's normal operation and business development; This guarantee complies with relevant regulations, and its decision-making procedure is legal and effective, without any damage to the interests of the company and shareholders. We agree that the company will provide guarantee for the subsidiary's application for credit from the bank in 2022.
6、 Independent opinions on the company's plan for shareholders' dividend return in the next three years (20222024)
After review, we believe that the plan for shareholders' dividend return for the next three years (20222024) formulated by the board of directors of the company complies with the relevant provisions of laws and regulations, normative documents and the articles of association, such as the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash bonus of listed companies, and takes full account of the company's own operation The sustainable development plan and the reasonable return needs of investors have established a continuous, stable and scientific return mechanism, which can better protect the interests of all shareholders, especially small and medium-sized shareholders. We agree to the shareholder dividend return plan for the next three years (20222024).
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(there is no text on this page, which is the signature page of the independent opinions of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) independent directors on matters related to the 14th meeting of the 4th board of directors) signature of all independent directors: Xie Shisong (signature): Lu Rui (signature):
April 20, 2022
