Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Independent directors' comments on the 21st Meeting of the Fourth Board of directors
Independent opinions on relevant matters
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board, the articles of association and other relevant laws, regulations and normative documents, As an independent director of Xinjiang Beiken Energy Engineering Co.Ltd(002828) (hereinafter referred to as "the company"), we have carefully reviewed the relevant matters considered at the 21st Meeting of the 4th board of directors with a serious and responsible attitude and seek truth from facts. Our independent opinions are as follows:
1、 Independent opinion on reappointment of 2022 financial audit institution
After verification, notarial Tianye Certified Public Accountants (special general partnership) is qualified for securities related business. In the process of providing audit services for the company, it followed the independent audit standards for Chinese certified public accountants, performed its duties diligently, adhered to the independent, objective and fair audit standards, completed the company's audit work on schedule and fulfilled the responsibilities and obligations stipulated by both parties. Therefore, we agree to renew the appointment of notary Tianye Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation. 2、 Independent opinions on the self evaluation report on internal control of the company in 2021
According to the working system of independent directors and other regulations, we believe that:
1. The self-evaluation report on internal control of the company in 2021 issued by the company truly and objectively reflects the actual situation of the construction of the company's internal control system, the implementation and supervision of the internal control system.
2. The company's internal control system is relatively perfect, and all internal control systems meet the requirements of relevant national laws, regulations and regulatory authorities. The company's internal control management system and relevant systems are suitable for the company's management requirements and development needs, and have been effectively implemented. The company's internal control over key activities such as holding subsidiaries, related party transactions, major investments and information disclosure is sufficient and effective, which ensures the normal operation and management of the company, conforms to the actual situation of the company, and plays a positive role in controlling and preventing operation and management risks, protecting the legitimate rights and interests of investors, and promoting the standardized operation and healthy development of the company.
4、 Special instructions and independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties
In accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (Zheng Jian Fa [2003] No. 56), the notice on regulating the external guarantees of listed companies (Zheng Jian Fa [2005] No. 120) and other provisions of Shenzhen Stock Exchange issued by China Securities Regulatory Commission, as an independent director of the company, issued the following special instructions:
1. Occupation of funds by controlling shareholders and other related parties
In 2021, there was no non operational occupation of the company's funds by the controlling shareholders and other related parties, no direct or indirect provision of funds to the controlling shareholders and other related parties, and no damage to the legitimate rights and interests of the company and minority shareholders.
2. As of the end of the reporting period, the company has not provided guarantees for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties, any unincorporated units or individuals.
5、 Independent opinions on the company's profit distribution plan in 2021
After reviewing the proposal on the company's profit distribution plan for 2021, we believe that:
This profit distribution fully considers the reasonable demands and interests of the majority of investors, takes into account the sustainable development of the company, conforms to the current actual situation of the company, matches the growth of the company's performance, and is conducive to the stable development of the company. At present, the company's operation is in good condition. The profit distribution plan proposed by the board of directors is in line with the provisions of the company's relevant profit distribution policies and the actual situation and development needs of the company. It agrees to this profit distribution plan and submits it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the company's 2021 annual report and its summary
As an independent director of the company, we have carefully read and reviewed the annual report 2021 and the summary of the annual report 2021 of the company, and now express the following opinions: after verification, the information contained in the annual report 2021 and the summary of the company does not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
7、 Independent opinions on the company's application for comprehensive credit and financing line from financial institutions in 2022
After review, we believe that the company applies for a credit line of RMB 1.52 billion from various financial institutions to ensure the normal operation of working capital turnover and production and operation. The company is in good operating condition and has strong solvency. This application for credit lines from various financial institutions is in line with the interests of the company and does not damage the interests of the company and all shareholders, especially minority shareholders. We agree to the company's application for credit lines of various financial institutions.
8、 Independent opinions on the company's use of its own funds for cash management
After review, we believe that the company's cash management with its own funds is implemented on the premise of ensuring the company's daily operation and capital safety, which will not affect the normal needs of the company's daily capital turnover and the normal development of the company's main business.
Appropriate and timely cash management of temporarily idle self owned funds can reduce idle funds and obtain certain investment income, which is conducive to further improving the overall performance level of the company and seeking more return on investment for the company and shareholders. Therefore, we agree to the proposal that the company use its own funds for cash management.
(there is no text on this page, which is the signature page of independent opinions on matters related to independent directors of Xinjiang Beiken Energy Engineering Co.Ltd(002828) the 21st session of the Fourth Board of directors)
Signature of independent director:
Yang Qingli, LV Fusu, Liu Chunxiu
Xinjiang Beiken Energy Engineering Co.Ltd(002828)
April 21, 2022
