Tianyuan environmental protection: independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors

Independent director of Wuhan Tianyuan environmental protection Co., Ltd

Independent opinions on matters related to the 8th meeting of the 5th board of directors are in accordance with the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standard operation of GEM listed companies, and the articles of Association of Wuhan Tianyuan environmental protection Co., Ltd According to the working system of independent directors of Wuhan Tianyuan environmental protection Co., Ltd. and other relevant regulations, as the independent director of Wuhan Tianyuan environmental protection Co., Ltd. (hereinafter referred to as “the company”), after consulting the relevant materials and understanding the relevant situation provided by the company, we, based on the position of independent judgment, The independent opinions are as follows:

1、 Independent opinions on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses

After deliberation, we believe that the company’s use of the raised funds to replace the self raised funds and paid issuance expenses that have been invested in the raised investment projects in advance, the approval procedures are legal and compliant, which will not affect the normal implementation of the raised investment projects, nor will it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and shareholders. The replacement time of raised funds is less than six months from the time of receipt of raised funds, which complies with the relevant provisions of relevant laws, regulations and normative documents, such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. Therefore, we unanimously agree that the company will use the raised funds to replace the self raised funds invested in advance, totaling RMB 68.7539 million.

2、 Independent opinions on using some idle raised funds for cash management

After deliberation, we believe that on the premise of ensuring the safety of funds and ensuring that the construction and use plan of investment projects with raised funds are not affected, the company plans to use idle raised funds with an amount of no more than RMB 75 million (including this amount) for cash management, The contents and deliberation procedures of the proposal comply with the relevant laws, regulations and normative documents, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, It can increase capital income, which is in line with the interests of the company and all shareholders. This matter has fulfilled the necessary approval and verification procedures, and there is no situation of changing the use purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds.

Therefore, we unanimously agree that the company will use the idle raised funds with a total amount of no more than RMB 75 million for cash management, and agree to submit the proposal on using some idle raised funds for cash management to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.

3、 Independent opinions on the use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects

After deliberation, We believe that the company’s use of the raised funds to provide loans to a wholly-owned subsidiary (Yibin tianbai Sewage Treatment Engineering Construction Management Co., Ltd.) to implement the raised investment project (Yibin Cuiping tianbai sewage treatment plant (phase III) construction project) meets the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies Relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, etc. are helpful to promote the construction and development of raised investment projects, comply with the use plan and arrangement of raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of the company and shareholders, In line with the company’s strategic development and long-term planning. Therefore, we agree to use the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. (no text below)

(there is no text on this page, which is the signature page of independent opinions of independent directors of Wuhan Tianyuan environmental protection Co., Ltd. on matters related to the eighth meeting of the Fifth Board of directors)

Liu Jian, Huang Xinkui, Li Xianwang

Date: January 25, 2022

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