Beijing Orient Landscape & Environment Co.Ltd(002310)
Independent opinions of independent directors on relevant matters of the company
In accordance with the relevant provisions of laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and the independent director system, we have carefully consulted the relevant materials, Based on the position of independent judgment, the independent opinions on the matters considered at the 21st Meeting of the seventh board of directors are as follows: I. independent opinions on the company's profit distribution plan for 2021
The profit distribution plan for 2021 proposed by the board of directors complies with the provisions and requirements of relevant laws and regulations, is conducive to the long-term development of the company, and does not harm the interests of the company and shareholders, especially minority shareholders. In view of the fact that the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is a loss, and considering the need to meet the funds required for the company's future operation and development, we agree to the profit distribution plan for 2021 proposed by the board of directors and agree to submit the plan to the general meeting of shareholders of the company for deliberation. 2、 Independent opinions on fund occupation and external guarantee of related parties of the company
In accordance with the relevant provisions and requirements of the CSRC on the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies (Draft for comments), we have carefully checked and understood the funds occupied by the controlling shareholders and other related parties of the company and the external guarantees of the company during the reporting period, and now the verification is explained as follows:
1. He qiaonu, the shareholder holding more than 5% shares, and Tang Kai, the person acting in concert, occupy the company's funds. After verification, the relevant borrowing behavior occurred before the change of the actual controller of the company. Due to private lending, the company verified the borrowing facts and the whereabouts of funds, which has been settled through litigation. From March to April 2022, the company paid 48.13 million yuan to the court. The payment made by the company is incorporated into the creditor's rights and debts between the company and he qiaonu and Tang Kai, and will be liquidated together, and will be recovered from he qiaonu and Tang Kai according to the liquidation results;
2. After verification, the company provided joint and several liability guarantee to the then director Tang Kai without the deliberation of the board of directors and the general meeting of shareholders, and the amount of illegal guarantee was 84.8 million yuan. The relevant illegal guarantees were all lifted in November 2021, and the debtor issued a letter of confirmation, promising not to pursue Beijing Orient Landscape & Environment Co.Ltd(002310) legal liability for loan contract disputes;
3. After review, as of December 31, 2021, the actual balance of external guarantees (excluding guarantees to holding subsidiaries) of the company at the end of the reporting period totaled 530 million yuan; The external guarantee balance of the company's holding subsidiary is 0 yuan; The actual guarantee balance of the company to its holding subsidiaries totaled 2262423100 yuan; The actual guarantee balance of the holding subsidiaries to the holding subsidiaries totaled 193.43 million yuan.
The amount of guarantee corresponding to the overdue debts of the company and its holding subsidiaries and litigation in trial is 969733 million yuan. The company and its holding subsidiaries shall not bear losses due to the judgment of losing the guarantee.
In addition, during the reporting period, the company did not provide guarantees for shareholders, actual controllers, other related parties holding less than 50% of the company, any legal entity, unincorporated entity or individual, and there were no external guarantees that occurred in the previous period but lasted until the reporting period, which was in line with the provisions of the documents of the CSRC.
The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks. 3、 Independent opinions on the 2021 internal control evaluation report of the company
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the standards for the governance of listed companies, the norms of enterprise internal control, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association, the independent director system, the annual report working system of independent directors and other relevant provisions, we, as independent directors of the company, Carefully read the 2021 internal control evaluation report submitted by the board of directors, communicate with the company's management and relevant management departments, and consult the company's management system. We believe that:
In 2021, the company's existing internal control system meets the requirements of national laws and regulations, meets the actual needs of the company's current production and operation, and plays a good role in controlling and preventing all processes and key links of operation and management. The company's internal control measures have played a good role in the control of all processes and links of enterprise management and ensured the standardized operation of the company. The 2021 internal control evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system. 4、 Independent opinions on the remuneration of senior managers of the company in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association, the independent director system, the annual report working system of independent directors and other relevant provisions, we, as independent directors of the company, We express the following independent opinions on the remuneration of senior managers of the company in 2021:
It is verified that the company can strictly follow the salary and relevant incentive and assessment system of senior managers in 2021, and the formulated salary assessment system, incentive system and salary payment procedures comply with the provisions of relevant laws, regulations and the articles of association. 5、 Independent opinion on the provision for asset impairment in 2021
The company's provision for asset impairment this time is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company's assets, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. After the provision for asset impairment is made this time, the company's financial statements can more fairly reflect the company's financial situation. We agree to the provision for asset impairment this time. 6、 Independent opinion on the amount of related party transactions expected to occur between the company and its controlling shareholders and persons acting in concert in 2022
1. The company expects that various related party transactions with the controlling shareholders and their persons acting in concert are conducive to the development of the company's business and can significantly improve the company's financing efficiency and capital use efficiency.
2. The related party transactions to occur this time are expected to be reasonable and fairly priced, which meets the interests of all shareholders of the company and the needs of the company's operation and development. There is no situation that damages the interests of the company and minority shareholders, and will not have a significant adverse impact on the company's sustainable operation ability, financial status, operating results and independence.
(there is no text on this page, which is the signature page of independent directors' independent opinions on relevant matters of the company) independent directors:
(Hu Jihua) (Liu Xueliang)
(Sun Yanping)
specific date
