Yonker Environmental Protection Co.Ltd(300187)
Opinions of independent directors on relevant matters of the 15th meeting of the 5th board of directors
Prior approval opinion
In accordance with relevant laws and administrative regulations such as Shenzhen Stock Exchange GEM Listing Rules and relevant provisions of Yonker Environmental Protection Co.Ltd(300187) articles of association and other documents, as an independent director of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as “the company”), we have carefully checked the relevant proposals and materials submitted by the board of directors, reviewed the relevant documents and carefully analyzed them, We hereby give the following prior approval opinions on the relevant proposals submitted to the 15th meeting of the 5th board of directors of the company for deliberation: I. prior approval opinions on the proposal on hiring an audit institution in 2022
By reviewing the proposal submitted by the company on hiring an audit institution in 2022, the board of directors proposed to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) as the company’s financial audit institution in 2022.
We believe that during the period of serving as the company’s 2021 financial audit institution, Tianzhi international followed the relevant rules and regulations of the independent auditing standards for Chinese certified public accountants, was diligent and responsible, adhered to the independent, objective and fair auditing standards, fairly and reasonably expressed its independent audit opinions, better fulfilled the responsibilities and obligations stipulated in the contract signed by both parties, and issued the audit opinion of the company’s 2021 financial report on schedule.
We unanimously agree to this matter and agree to submit it to the board of directors of the company for deliberation. 2、 Prior approval opinions on the proposal on the prediction of daily connected transactions in 2022
After review, the company’s prediction of daily connected transactions in 2022 is in line with the actual situation of the company and does not harm the interests of the company and other shareholders, especially minority shareholders. The deliberation and voting procedures of the board of directors on related party transactions comply with the provisions of relevant laws, administrative regulations and the articles of association, and the procedures are legal and compliant. We unanimously agree on this matter and agree to submit it to the board of directors of the company for deliberation, and we should perform the procedures for withdrawal of related directors from voting. 3、 Prior approval opinions on the proposal on the acquisition of minority shareholders’ equity of holding subsidiaries and related party transactions this acquisition of minority shareholders’ equity of Jiangsu yongzhiqing, the company’s holding subsidiary, is conducive to improving the company’s overall profitability and sustainable operation ability, optimizing the company’s business structure, enhancing the company’s sustainable development ability and market competitiveness, and is in line with the company’s long-term development strategy. The company has conducted audit, evaluation and other procedures on the acquisition target. The transaction price of this equity acquisition is determined by both parties through consultation based on the asset appraisal results. The appraisal institution is independent, the pricing is objective and fair, and there is no damage to the rights and interests of the company and minority shareholders.
We unanimously agreed to submit the proposal to the 15th meeting of the 5th board of directors of the company for deliberation, and the related directors shall perform the withdrawal voting procedure when deliberating the proposal. 4、 The company’s waiver of the preemptive right of 33% of the equity of yongzhiqing carbon, the holding subsidiary, is the need of the company to introduce talents and help the development of yongzhiqing carbon business, which is in line with the long-term development strategy of yongzhiqing carbon. This matter does not damage the rights and interests of the company and minority shareholders.
We unanimously agreed to submit the proposal to the 15th meeting of the 5th board of directors of the company for deliberation, and the related directors shall perform the withdrawal voting procedure when deliberating the proposal.
Independent director: Zhang Zhongge, Cao yuehongyuan
April 21, 2022
