Zhanjiang Guolian Aquatic Products Co.Ltd(300094) independent director
Independent opinions on matters related to the 12th meeting of the 5th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules, self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on GEM, Zhanjiang Guolian Aquatic Products Co.Ltd(300094) articles of association and other relevant laws, regulations and rules, we are independent directors of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as "the company"), The following opinions are expressed on relevant matters of the 12th meeting of the 5th board of directors of the company:
1、 Independent opinions on the occupation of the company's funds by the company's controlling shareholders and other related parties and the company's external guarantee
In accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee of listed companies issued by the CSRC, we have carefully understood and verified the occupation of funds and external guarantee by controlling shareholders and other related parties during the reporting period of the company, and issued the following independent opinions:
1. During the reporting period, the company did not occupy the company's funds by controlling shareholders and other related parties.
2. The guarantee incurred by the company is the guarantee provided by the bank loan between the company and the holding subsidiary or the holding subsidiary, or the guarantee provided for the business of the holding subsidiary, and has fulfilled the approval procedures as required; There is no guarantee provided to entities outside the consolidated statements, and there is no illegal external guarantee accumulated from previous years to December 31, 2021.
2、 Independent opinions on the company's profit distribution plan in 2021
After careful review, we believe that the company's non profit distribution in 2021 is in line with the current actual situation of the company, the actual needs of the company's long-term development, the relevant provisions of national laws and regulations and the articles of association, and is conducive to the healthy and sustainable development of the company in the future. We agree to the proposal on the company's profit distribution plan in 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
3、 Independent opinions on the provision for asset impairment and write off of assets in 2021
After careful review, the independent directors of the company believe that the basis for the provision for asset impairment and write off of assets is sufficient and in line with the actual situation of the company. The provision for asset impairment mentioned in this write off of assets can truly and fairly reflect the operating and financial status of the company's assets, make the company's accounting information more reasonable and meet the overall interests of the company and all shareholders. We agree that the company's write off of the provision for impairment of assets refers to asset matters.
4、 Independent opinions on the self-evaluation report of the company's internal control in 2021
After carefully reviewing the self-evaluation report on internal control in 2021 prepared by the company and consulting the relevant documents of the company's internal control, we believe that the company has complied with the requirements of laws and regulations such as the company law of the people's Republic of China, the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem, and the basic norms of enterprise internal control, Various internal control systems required by the company's operation and management have been established. The self-evaluation report on the company's internal control in 2021 truly, comprehensively and objectively reflects the construction and operation of the company's internal control.
5、 Independent opinions on the special report on the deposit and actual use of the company's raised funds in 2021
After careful examination, we believe that during the reporting period, the deposit, management, use and operation procedures of the company's raised funds comply with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the provisions of the company's raised funds management system, and there is no violation of the deposit and use of raised funds. The special report on the deposit and actual use of raised funds in 2021 prepared by the company is true, accurate and complete without false records, misleading statements and major omissions.
6、 Independent opinions on the prediction of guarantee amount of subsidiaries in 2022.
The guarantee object is a wholly-owned and holding subsidiary of the company. The company has a full understanding and control of its business status, credit and solvency, and the risk is controllable. After verification, the guaranteed party's business condition is stable and has good solvency. The deliberation and decision-making procedures of this guarantee are legal and effective, comply with the provisions of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and all shareholders. We agree to the matters related to the guarantee provided by the company for its subsidiaries.
7、 Independent opinions on the prediction of daily connected transactions in 2022
In 2022, it is considered that the principle of fair and paid transactions is not conducive to the interests of all independent shareholders of the company, which is not in line with the requirements of the laws and regulations of the state. In particular, it is considered that the pricing of non voluntary transactions is not reasonable for all the shareholders of the company, which is not in line with the requirements of the laws and regulations of the state. The board of directors and relevant personnel of the company are requested to implement relevant approval procedures in strict accordance with the requirements of relevant national laws and regulations. The independent directors unanimously agreed on the expected amount of daily connected transactions in 2022.
8、 Independent opinions on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan. After careful examination, we believe that the reasons, quantity, price and procedures for the cancellation of this repurchase are legal and compliant, will not affect the company's continuous operation, will not have a substantive impact on the company's financial status and operating results, and will not damage the interests of the company and all shareholders. Therefore, we agree that the company will repurchase and cancel the relevant restricted shares of the incentive plan this time.
9、 Independent opinions on the renewal of accounting firm
Upon review, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has corresponding professional qualifications and professional competence, has sufficient audit service experience of listed companies, can meet the requirements of the company's audit work, the review procedures comply with the relevant provisions of laws, regulations and the company's charter, and there is no situation that damages the interests of the company and all shareholders. The independent directors agreed that the company would appoint Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and agreed to submit the matter to the general meeting of shareholders for deliberation.
10、 Independent opinions on adjusting the allowance of independent directors
The adjustment of the allowance for independent directors is in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions of the CSRC, in line with the actual situation of the company and the industry, the scheme formulation and decision-making procedures are legal and effective, and there is no damage to the interests of the company and shareholders. We agreed to the matter and submitted it to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) independent directors' independent opinions on matters related to the 12th meeting of the 5th board of directors)
Signature of independent director:
Liang Jinhua, Yang Yali, Li Yaguang
April 25, 2022
