Kingland Technology Co.Ltd(000711)
Independent directors' opinions on the first extraordinary meeting of the 10th board of directors
Independent opinions on 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, the articles of association of Kingland Technology Co.Ltd(000711) (hereinafter referred to as the "articles of association") and other relevant provisions, as independent directors of Kingland Technology Co.Ltd(000711) (hereinafter referred to as "the company" and " Kingland Technology Co.Ltd(000711) "), Carefully reviewed the relevant proposals considered at the first extraordinary meeting of the 10th board of directors of the company, and expressed the following independent opinions:
1、 Independent opinions on the proposal on the appointment of senior managers and securities affairs representatives of the company
After reviewing the resumes of Guo Shaozeng, Han Zhiquan, Wang Haidong, Han Shiying, Feng Yulu, Li Guirong, Dong Chunyu, Huang Jiahui and Gao Hong, it is not found that the above personnel are not allowed to serve as senior managers of the company according to Article 146 of the company law. Ms. Huang Jiahui meets the qualification of secretary of the board of directors and the conditions of concurrently serving as securities affairs representative. The above-mentioned persons have not been identified as market prohibited persons by the CSRC and the prohibition has not been lifted. According to the query on the directory of dishonest Executees on the website of the Supreme People's court, the above-mentioned personnel are not dishonest Executees except Guo Shaozeng because of the guarantee of Kingland Technology Co.Ltd(000711) and Kingland Technology Co.Ltd(000711) subsidiaries rather than personal debts. Moreover, none of the above personnel has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations, and there is no clear conclusion yet. The qualification meets the requirements for serving as senior managers and securities affairs representatives of listed companies, and meets the relevant provisions of the company law and the articles of association. Agree to the appointment of the above personnel by the board of directors of the company.
2、 Independent opinions on the proposal on the allowance standard for members of the board of directors
In accordance with relevant laws and regulations and the relevant provisions of the articles of association, we agree to the above proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent 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. To sum up, we agree to this counter guarantee and submit it to the general meeting of shareholders of the company for deliberation, and the related shareholders should avoid voting.
4、 Independent opinions on the proposal on connected transactions
In order to meet the business development needs of the company's holding subsidiary Zhongke Dingshi Environmental Engineering Co., Ltd. (hereinafter referred to as "Zhongke Dingshi"), Zhongke Dingshi plans to sign a 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 the houses owned by Yin Xiaodong and ye min in Chongqing
The above transaction pricing of the two properties at No. 6, jinyangmen street and No. 1, Weigu Second Street, No. 657, Huadi Avenue, Liwan District, Guangzhou is fair and reasonable, and there is no damage to the interests of the company and the majority of shareholders, especially the minority shareholders. The decision-making procedures of related party transactions comply with the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and the voting procedures of the board of directors on the above related party transactions are legal and effective. It is agreed that Zhongke Dingshi will sign the house lease agreement with the shareholders holding more than 5% of the company, i.e. the affiliated natural person Mr. Yin Xiaodong and his spouse Ms. Ye min, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation, and the affiliated shareholders shall avoid voting.
5、 Independent opinions on the proposal on providing counter guarantee and connected transactions to the guarantor
When the board of directors votes on the proposal on providing counter guarantee and connected transactions to the guarantor, the connected directors shall withdraw, and the voting procedures of the board of directors shall comply with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, the articles of association and the rules of procedure of the board of directors; We believe that the counter guarantee provided by the company to the guarantor this time can meet the actual business needs of the company. The related party transaction does not harm the interests of the company and the majority of shareholders, especially the minority shareholders. We agree to submit this proposal to the general meeting of shareholders of the company for deliberation, and the related shareholders shall abstain from voting.
Independent directors: Zhou Jianmin, pan Guigang and Xiao Huilin, January 24, 2022 (this page has no text, which is the signature page of independent directors' independent opinions on the first interim meeting of the 10th board of directors)
Zhou Jianmin, pan Guigang
Xiao Huilin
