Kingland Technology Co.Ltd(000711)
Independent directors’ opinions on the first extraordinary meeting of the 10th board of directors
Prior approval of relevant proposals
In accordance with the Listing Rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and the articles of association of Kingland Technology Co.Ltd(000711) (hereinafter referred to as the “articles of association”), we are the independent directors of Kingland Technology Co.Ltd(000711) (hereinafter referred to as the “company”), Carefully reviewed the proposal to be submitted to the first extraordinary meeting of the 10th board of directors for deliberation, and issued the following prior approval opinions:
1、 Prior approval opinions on the proposal on providing related party counter guarantee for Mr. Yang Rengui
Since Mr. Yang Rengui is the director and chairman of the 9th board of directors of the company, the company intends to provide counter guarantee for the relevant guarantee and counter guarantee provided by Mr. Yang Rengui for the company and its subsidiaries, which constitutes a connected transaction. Kingland Technology Co.Ltd(000711) it is proposed to provide counter guarantee for Mr. Yang Rengui’s personal unlimited joint and several guarantee and personal asset pledge guarantee to meet the financing needs of Kingland Technology Co.Ltd(000711) and relevant subsidiaries of the company. It does not increase the guarantee amount and change the substance and guarantee of the counter guarantee. The risk is controllable and will not damage the interests of the company and all shareholders, especially non affiliated shareholders and minority shareholders. In conclusion, we agree to this counter guarantee and submit it to the board of directors of the company for deliberation, and the related directors should avoid voting.
2、 Prior approval opinions on the proposal on connected transactions
In order to meet the needs of the operation and development of the company’s holding subsidiary Zhongke Dingshi Environmental Engineering Co., Ltd. (hereinafter referred to as “Zhongke Dingshi”), Zhongke Dingshi plans to sign the house lease agreement with the shareholders holding more than 5% of the company, namely, the associated natural person Mr. Yin Xiaodong and his spouse Ms. Ye min, to rent Yin Xiaodong The two properties owned by Ye min, located at No. 6, jinyangmen street, Chongqing and No. 1, Weigu Second Street, No. 657, Huadi Avenue, Liwan District, Guangzhou, are fairly and reasonably priced, and there is no situation that damages the interests of the company and the majority of shareholders, especially the minority shareholders. It is agreed that Zhongke Dingshi will sign the house lease agreement with the shareholders holding more than 5% of the company, i.e. Mr. Yin Xiaodong, an affiliated natural person, and Ms. Ye min, his spouse, and agree to submit the proposal to the board of directors of the company for deliberation, and the affiliated directors shall abstain from voting.
3、 Prior approval opinions on the proposal on providing counter guarantee and connected transactions to the guarantor
We believe that this transaction is to effectively solve the financing needs of the company’s subsidiaries, contribute to the smooth development of the business of the company and its subsidiaries, maintain stable operation and promote the overall healthy development of the company. The related party transaction does not damage the interests of the company and its shareholders, especially the small and medium-sized shareholders. We agree to submit the related party transaction and external related party guarantee proposal to the board of directors of the company for deliberation, and the related directors shall withdraw from voting. Independent directors: Zhou Jianmin, pan Guigang and Xiao Huilin, January 24, 2022 (this page has no text and is the signature page of the prior approval opinions of independent directors on the relevant proposals of the first interim meeting of the 10th board of directors)
Zhou Jianmin, pan Guigang
Xiao Huilin
