Xinjiang Zhongtai Chenical Co.Ltd(002092)
Independent opinions of independent directors on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the relevant provisions of the articles of association, decision-making system for connected transactions, measures for the administration of the work of independent directors and other relevant rules and regulations, As an independent director of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”), I hereby express the following opinions on the relevant matters considered by the 35th session of the seventh board of directors of the company:
1、 Special notes and independent opinions on the company’s accumulated and current external guarantees
In accordance with the relevant provisions of the notice on Several Issues Concerning Regulating the capital transactions between listed companies and related parties and external guarantees for listing issued by the CSRC and the stock listing rules of Shenzhen Stock Exchange, the independent directors of the company checked the capital transactions and external guarantees between the company and related parties in 2021, and issued independent opinions as follows:
1. During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties. 2. As of December 31, 2021, the company’s external guarantee balance was 17817729800 yuan, accounting for 70.62% of the company’s audited net assets as of December 31, 2021, including 4387392900 yuan of external guarantee balance (excluding guarantee to subsidiaries), accounting for 17.39% of the company’s audited net assets as of December 31, 2021; The company guaranteed 13430336900 yuan to its subsidiaries, accounting for 53.23% of the audited net assets of the company on December 31, 2021.
During the reporting period, the company was able to strictly comply with the company law, the securities law, the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the notice on regulating the capital exchanges between listed companies and related parties and several issues on the external guarantee of listed companies (zjf [2003] No. 56) and other laws and regulations and the articles of association The relevant provisions of the measures for the administration of external guarantees strictly control the risks of external guarantees. During the reporting period, the company has performed relevant legal procedures in accordance with the articles of association and relevant systems, and there is no illegal guarantee.
2、 Opinions on the self-evaluation report of the company’s internal control
According to the provisions of the CSRC on the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on the annual internal control evaluation report and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, after verification, we believe that, The company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Independent opinions on the company’s profit distribution plan in 2021
Based on the total share capital of 2575739517 shares of the company on December 31, 2021, a cash dividend of 1.20 yuan (including tax) is distributed to all shareholders for every 10 shares, with a total cash dividend of 309088742.04 yuan, and the remaining undistributed profits are carried forward to the next year. No bonus shares will be distributed and capital reserve will be converted into share capital in this year.
We believe that the formulation of the company’s profit distribution plan for 2021 takes into account the cash return to shareholders and the needs of the company’s development, which is in line with the actual situation of the company, the company’s operating performance, financial status, current operating status and the implementation of future business plans in 2021, and the interests of all shareholders. We agree with the above profit distribution plan of the company.
4、 Independent opinions on the deposit and use of the company’s raised funds in 2021
After verification, the company’s report on the deposit and use of the company’s raised funds in 2021 was prepared in accordance with the provisions of relevant laws and regulations, which truly and objectively reflected the deposit and use of the company’s raised funds in 2021. The deposit and use of the company’s raised funds in 2021 met the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, There are no irregularities in the deposit and use of raised funds.
5、 Independent opinions on the report on the use of the company’s previously raised funds
The company can strictly abide by laws, regulations and relevant regulations and requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds; The Xinjiang Zhongtai Chenical Co.Ltd(002092) report on the use of the previously raised funds prepared by the company is true, accurate and complete, and the deposit and use of the previously raised funds are legal, compliant and effective; The company does not have any illegal deposit and use of the previously raised funds.
6、 Independent opinions on daily connected transactions expected in 2022
1. Procedural. On February 16, 2022, the company held the 35th session of the 7th board of directors, deliberated and approved the proposal on estimating the company’s daily related party transactions in 2022, and predicted the related party transactions with related parties in 2022, such as purchasing raw materials, products, commodities, receiving labor services, providing labor services, services, selling products, commodities, renting real estate, etc, When the board of directors of the company considers this connected transaction, the connected directors implement the principle of avoidance, and their voting procedures comply with the provisions of relevant laws and regulations. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The above related party transactions are conducted due to the normal production and operation needs of the company, and the transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”; The leasing price of the related party transactions between the company and Zhongtai group and its subsidiaries refers to the office building leasing market price of Urumqi Economic and Technological Development Zone, which does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders. 7、 Proposal on the company’s futures hedging business in 2022
According to its own business characteristics and commodity price fluctuation characteristics, the company carries out futures hedging business on the premise of ensuring normal production and operation, which is conducive to reducing the adverse impact of commodity price fluctuation on production and operation and resolving price risks, without damaging the interests of the company and all shareholders. The company has formulated relevant systems and defined internal control procedures such as business operation process, approval process and risk prevention and control, which has played a role in ensuring the company’s control of futures risk. We agree that the company uses its own funds to carry out futures hedging business.
8、 Independent opinions on Korla Zhongtai Textile Technology Co., Ltd. providing financial assistance and related party transactions to alar Zhongtai Textile Technology Co., Ltd
1. Procedural. On February 16, 2022, the company held the 35th session of the 7th board of directors, deliberated and passed the proposal on Korla Zhongtai Textile Technology Co., Ltd. providing financial assistance and related party transactions to alar Zhongtai Textile Technology Co., Ltd., without affecting its normal operation, Korla Zhongtai Textile Technology Co., Ltd. provided financial assistance to alar Zhongtai Textile Technology Co., Ltd., which promoted the production and operation of the funded objects. At the same time, other shareholders of alar Zhongtai Textile Technology Co., Ltd. pledged all their shares to the company without harming the interests of shareholders. This matter needs to be submitted to the general meeting of shareholders for deliberation.
We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, which does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders.
9、 Independent opinions on retroactive adjustment of financial data in business combinations under the same control
The retroactive adjustment of the financial statement data of the company due to the merger of enterprises under the same control complies with the accounting standards for business enterprises and relevant guidelines and interpretations. The company retroactively adjusts the financial statement data disclosed in the reporting period before 2021 in accordance with the regulations, objectively reflects the actual operation status of the company, and the financial accounting complies with the relevant regulations, Without harming the interests of the company and minority shareholders, we agree to the retroactive adjustment of the company.
Independent directors: Prince Ho, Wang Xinhua, Wu Jiejiang, Jia Yimin, Han Fuling
February 17, 2002
