Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
Special instructions and 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association, the appointment and discussion system of independent directors and other relevant laws, regulations and rules, As an independent director of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as “the company”), in line with the practical, realistic, serious and responsible working attitude, we express the following special instructions and independent opinions on the relevant matters of the company in 2021 and the relevant proposals considered at the eighth meeting of the third board of directors:
1、 Independent opinions on 2021 profit distribution plan
We believe that in order to better repay shareholders, the distribution plan proposed by the board of directors based on the actual situation of the company meets the requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and relevant laws, regulations and rules, conforms to the interests of the company’s shareholders, meets the needs of development, and does not harm the interests of investors.
We agree to the 2021 profit distribution plan proposed by the board of directors and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the annual deposit and use of the company’s raised funds
After review, we believe that the special report on the annual deposit and use of raised funds truly, accurately and completely reflects the deposit and use of raised funds during the reporting period of the company, and there are no false records, misleading statements or major omissions. The deposit and use of the company’s raised funds in 2021 have fulfilled the necessary procedures, and comply with the relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association and the raised funds management system. There is no illegal, illegal or harmful situation in the deposit and use of the raised funds, especially the interests of the company’s shareholders, small and medium-sized shareholders. We agree that the special report on the annual deposit and use of raised funds prepared by the board of directors of the company shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinion on self-evaluation report of internal control in 2021
After verification, the company’s current internal control system and control system have been basically established and improved, which can meet the requirements of the company’s management and the needs of the company’s development, and ensure the healthy operation of the company’s businesses and the effective prevention and control of business risks. We believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system, and there are no obvious weak links and major defects. With the needs of the company’s future business development, the company will constantly update and improve the internal control system according to the environment, so as to ensure the implementation of the internal control system and the effective conduct of the company’s business activities.
4、 Independent opinion on the renewal of the company’s audit institution in 2022
Rongcheng Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses, and has rich experience and professional quality in providing audit services for listed companies. During his tenure as the company’s audit institution, he followed the independent auditing standards for Chinese certified public accountants, diligently and responsibly, and fairly and reasonably expressed independent audit opinions. In order to ensure the smooth progress of the company’s audit work, we unanimously agree to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022. The operation and management shall determine its annual audit fee according to the specific workload and market price level of 2022 audit, and the employment period shall be one year, which shall be submitted to the company’s 2021 annual general meeting for deliberation. 5、 Independent opinions on changes in accounting policies
This accounting policy change is made by the company in accordance with the requirements of accounting standards and other documents revised and issued by the Ministry of finance, which is in line with relevant regulations. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association. This accounting policy change will not have a significant impact on the company’s financial position, operating results and cash flow, does not involve retroactive adjustment of previous years, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. We agree with this accounting policy change.
6、 Independent opinions on nominating candidates for non independent directors of the third board of directors
1. In view of the fact that Mr. Hu Xinquan, a non independent director of the company, has recently submitted a written resignation report to the company and applied to resign as a non independent director of the third board of directors of the company. In order to ensure the normal operation of the board of directors of the company, Mr. Zhang Bozhong, the controlling shareholder and actual controller of the company, nominated Mr. Wang Wei as a candidate for non independent director of the third board of directors of the company. The nomination committee of the company’s board of directors approved the above-mentioned nomination, and the nomination and voting procedures of candidates comply with the company law, the rules for independent directors of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws and regulations, normative documents, the articles of association and other relevant provisions, without harming the legitimate interests of shareholders, Especially the legitimate interests of minority shareholders. This nomination is based on a full understanding of the nominee’s educational background, work experience and professional quality, and has been approved by the nominee.
2. After reviewing Mr. Wang Wei’s resume and the documents submitted, we believe that the candidate meets the requirements of relevant laws and regulations and the articles of Association for qualification, and there is no situation that he is not allowed to serve as a director of the company according to the company law, and there is no situation that he is determined as a market prohibited person by the CSRC and has not been lifted, Nor has he received any punishment or punishment from the CSRC and the stock exchange. After querying the directory of dishonest Executees on the website of the Supreme People’s court, he is not a dishonest executee and has the qualification and ability to serve as a director. In the third board of directors of the company, the total number of directors concurrently serving as senior managers of the company does not exceed half of the total number of directors of the company. The remuneration standard of the nominee’s directors is reasonable and legal.
Therefore, we agree to the nomination of the above non independent director candidates and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on nominating candidates for independent directors of the third board of directors and adjusting members of relevant special committees
1. In view of the fact that Mr. Jiang Yulin and Mr. Song Shijun, the independent directors of the company, have recently submitted a written resignation report to the company and applied for resignation from the independent directors and relevant special committees of the third board of directors of the company. In order to ensure the normal operation of the board of directors of the company, Mr. Zhang Bozhong, the controlling shareholder and actual controller of the company, nominated Ms. Yao Yunxia as the candidate for independent director of the third board of directors of the company, and the board of directors of the company nominated Mr. Jiang Yongqiang as the candidate for independent director of the third board of directors of the company. The nomination committee of the company’s board of directors approved the above-mentioned nomination, and the nomination and voting procedures of candidates comply with the company law, the rules for independent directors of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange and other laws and regulations, normative documents, the articles of association and other relevant provisions, without harming the legitimate interests of shareholders, Especially the legitimate interests of minority shareholders.
This nomination is based on a full understanding of the nominee’s educational background, work experience and professional quality, and has been approved by the nominee.
2. After reviewing the resumes and documents submitted by Ms. Yao Yunxia and Mr. Jiang Yongqiang, we believe that they meet the requirements of relevant laws and regulations and the articles of Association for qualification, have independence and senior experience in relevant fields, and have not obtained the qualification certificate of independent director, However, they have made a written commitment to participate in the latest training of independent directors and obtain the qualification certificate of independent directors recognized by the exchange. It is not found that there are provisions such as the company law that prohibit them from acting as independent directors of the company, there is no situation that they are determined to be prohibited from entering the market by the CSRC and have not been lifted, nor have they been subject to any punishment and punishment by the CSRC and the stock exchange, and they are not dishonest Executees after querying the directory of dishonest Executees on the website of the Supreme People’s court, All have the qualification and ability to serve as independent directors. The independent director allowance standard of the nominee is reasonable and legal. The adjustment and arrangement of the composition of relevant special committees of the board of directors of the company comply with relevant regulations and actual work needs.
Therefore, we agree to the nomination of the above independent director candidates and the adjustment of the appointment of relevant special committees, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. Among them, the qualification and independence of independent director candidates need to be reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only if there is no objection.
8、 Independent opinions on the appointment of the company’s chief financial officer
The nomination procedures and decision-making procedures of the company’s appointment of CFO this time comply with the relevant provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, which are legal and effective. After reviewing Mr. Wang Wei’s personal resume, it is not found that he is not allowed to serve as a senior manager of the company as stipulated by laws and regulations, and has not been punished by the CSRC and other relevant departments or the stock exchange. Mr. Wang Wei’s qualification meets the relevant provisions of the company law and the articles of association, has relevant professional knowledge and management experience, and has the ability and qualifications to perform relevant duties. We agree to appoint Mr. Wang Wei as the chief financial officer of the company. The term of office starts from the date of deliberation and approval of this board of directors to the date of expiration of the third board of directors, and the salary shall be implemented according to his position.
9、 Independent opinions on the acceptance of major shareholder loans and related party transactions by the company and its subsidiaries
The company and its subsidiaries within the scope of the company’s consolidated statements accept loans from Anhui Zhongchen Investment Holding Co., Ltd. and its subsidiaries, which reflects the support of major shareholders for the development of the company, is in line with the fundamental interests of the company, and there is no situation that damages the interests of the company and minority shareholders. When the board of directors of the company considered this related party transaction, the voting procedure was legal and standardized. The related party transaction met the provisions of relevant laws, regulations and rules such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and the related directors avoided voting. We agree to the above related party transactions and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the prediction of daily connected transactions in 2022
The actual amount of the company’s daily related party transactions in 2021 is different from the expected amount, which is mainly due to the company’s adjustment according to market changes and business planning. There is no situation that damages the interests of shareholders, especially minority shareholders, and has no adverse impact on the company’s sustainable operation ability and independence. The daily related party transactions in 2022 are expected to belong to the daily business activities of the company and its holding subsidiaries. The principles of fairness, impartiality and fairness are followed in the pricing policies and pricing basis. There is no behavior damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. The voting procedures are legal and standardized, Related party transactions comply with the provisions of relevant laws, regulations and rules such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and the related directors avoided voting. We agree to the above related party transactions and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the subsidiary’s opening of special account deposits and related party transactions for raising funds by issuing convertible bonds to unspecified objects
The subsidiary opens a special account for raised funds and deposits in Xin’an bank, which is conducive to improving the use efficiency and income of raised funds, which is in line with the fundamental interests of the company and does not damage the interests of the company and minority shareholders. When the board of directors of the company considered this related party transaction, the voting procedure was legal and standardized. The related party transaction met the provisions of relevant laws, regulations and rules such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and the related directors avoided voting. We agree to the above related party transactions and submit them to the 2021 annual general meeting of shareholders of the company for deliberation. 12、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance
The contents of the company’s proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to small amount rapid financing comply with the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange According to the relevant laws, regulations, normative documents and the articles of association, the resolution procedure is legal and effective. This time, the general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through simple procedures, which is conducive to the company to make full use of the financing function of the capital market, strengthen the financial strength of the company, and better expand the company’s business, The board of directors implements microfinance within the scope of authorization of the general meeting of shareholders, with controllable risk and no damage to the interests of the company’s shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agreed to the proposal and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties
As an independent director of the company, according to the provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, he carefully checked the funds occupied and external guarantees of the company’s controlling shareholders and other related parties in 2021, and expressed the following independent opinions:
1. In 2021, the capital transactions between the company and the controlling shareholders and other related parties were normal operating capital transactions, and there was no non operating occupation of the company’s funds by the controlling shareholders and other related parties.
2. As of December 31, 2021, the accumulative actual amount of external guarantee of the company and its subsidiaries totaled 1920.7 million yuan (including 977 million yuan in previous years and 943.7 million yuan in 2021), accounting for 96.30% of the company’s audited net assets attributable to the parent company in 2021; Except for the company’s guarantee to its subsidiaries within the scope of the consolidated statements, the company has no other external guarantee in any form, nor any other external guarantee that occurred in the previous period but continued to the reporting period. The company has no overdue external guarantee, no guarantee amount involved in litigation and no loss caused by guarantee. The company has implemented relevant decision-making procedures for external guarantees in strict accordance with the relevant provisions of the company law and the articles of association, and can strictly control the risk of external guarantees. There are no illegal external guarantees such as providing guarantees for controlling shareholders and their related parties.
Independent directors: Jiang Yulin, song Shijun, Gan Fuxing February 28, 2022
