Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526)
Independent opinions of independent directors on matters related to the board of directors
Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (hereinafter referred to as ” Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) ,” listed company “and” company “) held the sixth meeting of the eighth board of directors on March 4, 2022. In accordance with the relevant provisions of China Securities Regulatory Commission, Shanghai Stock Exchange and the articles of association, we, as independent directors of the company, based on the position of independent judgment and the principle of seeking truth from facts, after careful deliberation, express independent opinions on the relevant proposals of the board of directors as follows:
1、 Proposal on providing financial assistance to holding subsidiaries
The company plans to provide financial assistance to 11 holding subsidiaries, with the maximum amount of newly added assistance not exceeding 530569000 yuan and the maximum amount of accumulated assistance not exceeding 968474700 yuan. The period of assistance is from January 1, 2022 to December 31, 2022.
We believe that:
1. The financial assistance of the company is conducive to solving the shortage of operating funds of holding subsidiaries, ensuring their normal production and operation, and meeting the needs of the overall operation and development of the company.
2. The objects of this financial assistance are all holding subsidiaries, and the company has substantial control and influence over them. In addition, the company has established corresponding internal control mechanisms such as business approval process and fund control, and no significant or potential risks are found. 3. Provide financial assistance to Zhijin Feida green environment Co., Ltd. and Yugan Green Energy Co., Ltd. and their other shareholders in proportion to their shareholding; For Zhijin Feida Green Energy Co., Ltd., the company will provide full financial assistance on the basis that other shareholders pledge all the equity of Zhijin Feida Green Energy Co., Ltd. held by them to the company; In addition, the deliberation and decision-making procedures of the board of directors of the company comply with the provisions of relevant laws and regulations. We have not found that the financial assistance has damaged the interests of the company and minority shareholders.
In conclusion, we agree to this financial assistance proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 The company’s proposal on the change of the controlling shareholder’s commitment to avoid horizontal competition
In July 2019, the state owned assets supervision and Administration Commission of Zhejiang Provincial People’s government transferred Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) 25.67% of the shares held by Juhua Group Co., Ltd. to Hangzhou Iron and Steel Group Co., Ltd. (hereinafter referred to as “Hangzhou Iron and Steel Group”), which became the controlling shareholder of the listed company. In order to avoid potential horizontal competition, HANGGANG group issued the letter of commitment on avoiding horizontal competition (hereinafter referred to as “2019 commitment”) on July 17, 2019.
Since making the above commitments, HANGGANG group has been committed to fulfilling the above commitments, actively planning and properly solving the problems of horizontal competition, so as to solve the problems of horizontal competition to the greatest extent. At present, the performance of the commitments is normal, but there are some difficulties in fully fulfilling the commitments before the expiration of the commitment period. In order to ensure the practicability of relevant commitments, To avoid adverse impact on the daily operation of listed companies, HANGGANG group plans to change its commitment in 2019.
We believe that:
1. It is necessary for Hangzhou Iron and Steel Group, the controlling shareholder, to change its commitment in 2019. The measures proposed by the controlling shareholder to solve the problem of horizontal competition are in line with the current actual situation and will not have a significant impact on the company’s daily production and operation; 2. The commitment change plan proposed by the controlling shareholder is legal and compliant, and the matters applying for commitment change comply with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, without harming the interests of the company and non related shareholders, especially small and medium-sized shareholders;
3. The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the articles of association. The related directors withdrew during the voting, and the voting results are legal and effective.
In conclusion, we agree that the controlling shareholder changes the commitment to avoid horizontal competition, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. The controlling shareholder HANGGANG group needs to avoid voting.
Independent directors: Yang Ying, Shen Dongsheng, Zhou Shengjun, Jin zanfang March 4, 2022
