Kelin Environmental Protection Equipment Inc(002499) independent director
Independent opinions on matters related to the 14th meeting of the 5th board of directors
In accordance with the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies, the articles of association and other relevant provisions, we are independent directors of the Fifth Board of directors of Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as the “company”), After carefully reviewing the relevant proposals considered at the 14th meeting of the 5th board of directors of the company, the independent opinions are as follows:
1、 Independent opinions on 2021 profit distribution plan
After verification, we believe that the company’s profit distribution plan for 2021 is in line with the actual situation and development needs of the company, the relevant requirements of the articles of association and relevant laws and regulations on profit distribution, and there is no damage to the interests of the company’s shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company’s 2021 profit distribution plan and agree to submit the matter to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinion on self-evaluation report of internal control in 2021
After verification, we believe that the company has established internal control over the businesses and matters included in the evaluation scope and can be effectively implemented. The company’s internal control evaluation report truly and objectively reflects the construction and operation of the company’s internal control system. The company’s internal control is effective and no major defects in internal control are found. 3、 Independent opinions on applying for cancellation of delisting risk warning and other risk warnings
After verification, the delisting risk warning and other risk warnings of the company’s shares have been corrected. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (2022 Revision), the company has not been subject to delisting risk warning as specified in article 9.3.1 or other risk warnings as specified in article 9.8.1, It has met the conditions of applying for cancellation of delisting risk warning and other risk warnings in the stock listing rules of Shenzhen Stock Exchange (revised 2022). We agree that the company shall apply to Shenzhen stock exchange for cancellation of delisting risk warning and other risk warnings.
4、 About the company’s external guarantee in 2021 and the funds occupied by related parties
In accordance with the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, as an independent director of the company, we have carefully understood and verified the external guarantees and the funds occupied by controlling shareholders and other related parties during the reporting period. The relevant explanations and independent opinions are as follows:
(I) external guarantee
As of December 31, 2021, the actual external guarantee balance of the company was 1503047 million yuan, accounting for 4.00 times of the audited net assets of the company in 2021. The company’s guarantee matters are subject to the statutory approval procedures in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the articles of association and the external guarantee system, and there is no guarantee for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals.
(II) funds occupied by related parties
We have carefully checked the occupation of the company’s funds by the controlling shareholders and other related parties, and carefully read the audit report issued by YONGTUO Certified Public Accountants (special general partnership) and the special audit statement on the occupation of non operating funds and other related capital transactions, We believe that in view of the non operational occupation of the company’s funds by the former controlling shareholder Chongqing dongchengruiye Investment Co., Ltd. in 2020, the company has implemented rectification and formulated the management system for preventing the occupation of funds by controlling shareholders and related parties to prevent the company from occupying funds by related parties again.
5、 Independent opinions on the verification of related party transactions of the company
As an independent director of Kelin Environmental Protection Equipment Inc(002499) the company, we checked the related party transactions of the company in accordance with the provisions of the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies and other relevant rules and regulations. During the reporting period, the decision-making procedures of related party transactions of the company met the relevant provisions and the transaction price was fair.
6、 Independent opinions on the provision for asset impairment and write off of assets in 2021
After verification, we believe that the company’s provision for asset impairment and write off of assets this time comply with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, truly reflect the financial situation of the company, the basis for provision is sufficient, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we agree with the company’s provision for asset impairment and write off of assets this time.
Independent directors: Zhang Fan, Gu pan, Zhu Xingwen
April 29, 2002
