Yonker Environmental Protection Co.Ltd(300187)
Opinions of independent directors on relevant matters of the 15th meeting of the 5th board of directors
separate opinion
In accordance with relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules and the Yonker Environmental Protection Co.Ltd(300187) articles of Association (hereinafter referred to as the "articles of association"), as an independent director of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as the "company"), we have carefully read the relevant materials of the 15th meeting of the 5th board of directors of the company, and now express independent opinions on the relevant matters considered as follows: 1 Independent opinions on capital occupation and external guarantee of related parties of the company in 2021
1. It is verified that during the reporting period, the controlling shareholders of the company did not occupy the company's funds for non operation or occurred in previous periods and continued to the reporting period, nor did they "occupy during the period and return at the end of the period".
2. During the reporting period, the capital transactions between the company and the controlling shareholders and other related parties that meet the specified standards have been reviewed and disclosed in accordance with the regulations. Other daily related party transactions are required for normal production and operation, and are in line with the relevant scope and pricing principles of daily related party transactions in 2021 announced by the company. 3. During the reporting period, there was no illegal occupation of the company's funds by related parties.
4. The resolution announcement of the 11th meeting of the 5th board of directors held on August 25, 2021 and the first extraordinary general meeting of shareholders held on September 15, 2021 considered and adopted the proposal on providing guarantee for subsidiaries to apply for loans from banks. On the basis of carefully reviewing relevant materials and listening to the reports of relevant personnel, we investigated and understood the operation and credit status of the guaranteed, and analyzed the financial status of the guaranteed In terms of operation status, industry prospect and credit situation, we believe that the matters considered by the board of directors for the wholly-owned subsidiary Gansu Hexi Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Gansu Hexi") and the holding subsidiary Jiangsu yongzhiqing solid waste disposal Co., Ltd. (hereinafter referred to as "Jiangsu yongzhiqing") to apply for loans and provide guarantees to the bank comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders. Because the asset liability ratio of Gansu Hexi exceeds 70% and the total external guarantee of the company and its holding subsidiaries is 923.7 million yuan (including this time), accounting for 63.15% of the company's latest audited net assets. The guarantee shall also be submitted to the general meeting of shareholders for deliberation. We unanimously agree to the above guarantee and submit it to the general meeting of shareholders for deliberation.
During the reporting period, in addition to the above guarantees, the company had no other guarantees or overdue external guarantees. 2、 Independent opinions on 2021 profit distribution plan
We believe that the profit distribution plan for 2021 is in line with the principle of profit distribution. On the premise of ensuring the normal operation and long-term development of the company, we should better take into account the immediate and long-term interests of shareholders, and actively share the operating results of the company's development with shareholders, which is in line with the interests of the company and all shareholders.
We unanimously agree on this matter and submit it to the general meeting of shareholders for deliberation. 3、 Independent opinions on the proposal on hiring audit institutions in 2022
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as "Tianzhi international") has securities and futures qualification, rich audit experience and professional quality of listed companies, and the audit reports issued for the company objectively and fairly reflect the company's financial status, operating results and cash flow in each period. The board of directors of the company obtained our prior approval before considering the above proposal.
We unanimously agreed to hire Tianzhi international as the company's audit institution in 2022 and submit it to the general meeting of shareholders for deliberation. 4、 Independent opinion on self evaluation report on internal control in 2021
1. The company's existing internal control system has covered all levels and links of the company's operation. A relatively complete control system has been formed within the company, which can meet the requirements of the company's management and the needs of the company's development, and can effectively control and supervise the company's operation and management.
2. During the reporting period, the company's corporate governance, production and operation, information disclosure and major events were carried out in strict accordance with the provisions of the company's internal control systems, and the possible internal and external risks in all links were reasonably controlled.
3. The company has established and formulated strict control systems for key internal control activities of the company, such as related party transactions, external guarantees, external investment and information disclosure, which have been strictly implemented. The company's internal control organization is complete, which ensures the full and effective implementation and supervision process of the company's key internal control activities.
4. During the reporting period, the company operated in strict accordance with various systems and regulations, and there was no violation of relevant regulations of Shenzhen Stock Exchange.
We believe that the company's self-evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the construction and operation of the company's internal control. 5、 Independent opinions on the proposal on predicting daily connected transactions in 2022
The daily related party transactions between the company and Hunan Yongqing Environmental Technology Industry Group Co., Ltd. and some of its holding subsidiaries meet the actual production and operation needs of the company and can better meet the purchase needs of the company's equipment and raw materials. The transaction pricing is fair and reasonable. The daily related party transactions of the company in 2021 and the estimated daily related party transactions of the company in 2022 meet the actual operation situation and future development needs of the company, There is no damage to the interests of other shareholders, especially minority shareholders, which will not affect the independence of the company or the sustainable operation ability of the company. The board of directors of the company obtained our prior approval before considering the above proposal, and the related directors performed the avoidance voting procedure when considering the above proposal. The voting procedures comply with relevant laws, regulations, normative documents and the articles of association.
We agreed to the aforesaid related party transactions of the company and submitted them to the general meeting of shareholders for deliberation. 6、 Independent opinions on the proposal on the acquisition of minority shareholders' equity and related party transactions of holding subsidiaries
(I) the proposals related to this transaction have been approved and agreed to be submitted to the board of directors for deliberation before being submitted to the board of directors for deliberation.
(II) this related party transaction was deliberated and adopted at the 15th meeting of the 5th board of directors of the company. The deliberation and voting procedures for the convening of the board meeting comply with the provisions and requirements of relevant laws and regulations, normative documents and the articles of association.
(III) the acquisition of minority shareholders' equity and related party transactions of the holding subsidiary is determined through negotiation according to the evaluation price of the evaluation institution. The transaction price is fair. This transaction is in line with the overall strategic development plan of the company and conducive to the sustainable development of the company. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on this matter and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation, and related shareholders should avoid voting. 7、 Independent opinions on the proposal on waiver of preemptive right and related party transactions of holding subsidiaries
(I) the proposals related to this transaction have been approved and agreed to be submitted to the board of directors for deliberation before being submitted to the board of directors for deliberation.
(II) this related party transaction was deliberated and adopted at the 15th meeting of the 5th board of directors of the company. The deliberation and voting procedures for the convening of the board meeting comply with the provisions and requirements of relevant laws and regulations, normative documents and the articles of association.
(III) the company's waiver of the preemptive right of 33% equity of yongzhiqing carbon, a holding subsidiary, is in line with the company's need to introduce and retain talents, the company's actual situation and development strategy, and will not have a significant impact on the company's production and operation. The related directors have avoided voting. The waiver of preemptive right does not damage the interests of the company and shareholders, especially minority shareholders.
Therefore, we unanimously agree on this matter and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation, and related shareholders should avoid voting.
Signature of independent director: Zhang Zhongge, Cao yuehongyuan
April 21, 2022
