Zhejiang Taitan Co.Ltd(003036)
Resolution of independent directors on the 9th meeting of the 9th board of directors
Prior approval and independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Zhejiang Taitan Co.Ltd(003036) articles of Association (“the articles of association”) and other relevant provisions of the CSRC, As an independent director of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as “the company” or “the company”), based on the position of independent judgment and the attitude of being responsible to the company and all shareholders, we have previously approved the relevant proposals considered at the ninth meeting of the ninth board of directors of the company and expressed our independent opinions as follows:
(I) independent opinions on the self-evaluation report of the company’s internal control in 2021
As an independent director of the company in accordance with the provisions of laws, regulations and normative documents such as the guiding opinions on the establishment of an independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the basic norms of enterprise internal control and its supporting guidelines, Checked the current internal control of the company, reviewed the self-evaluation report on internal control of the company in 2021, and expressed the following opinions on the self-evaluation report on internal control of the company in 2021:
We believe that the company has established a relatively sound internal control system, and all internal control systems comply with the provisions and requirements of relevant national laws, regulations and regulatory authorities, meet the actual needs of the current production and operation of the company, and have legitimacy, rationality and effectiveness. The company can follow the basic principles of internal control and effectively implement it in combination with its own actual situation. The company’s existing internal control system has covered all levels and links of the company’s operation and formed a standardized management system, which can effectively prevent operation and management risks, ensure the effective operation of the company’s businesses, protect the safety and integrity of the company’s assets and protect the interests of the company and all shareholders. After review, we believe that the self-evaluation report on internal control prepared by the company in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
In conclusion, we agree with the conclusion that the internal control is effective in the company’s 2021 internal control self evaluation report.
(II) independent opinions on the company’s profit distribution plan in 2021
As an independent director of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange 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, working system of independent directors and other rules and regulations, We carefully reviewed the company’s financial report for 2021, listened to the opinions of the company’s senior executives, and analyzed the company’s capital demand in 2022. On this basis, we express the following independent opinions on the company’s profit distribution plan for 2021:
We believe that the formulation of the company’s 2021 profit distribution plan complies with the articles of association and relevant regulations, the decision-making procedure is legal, meets the needs of the company’s development, fully considers the interests of all shareholders, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Agree to submit the proposal to the general meeting of shareholders for deliberation. (III) independent opinions on the deposit and use of the company’s raised funds in 2021
The deposit and actual use of the company’s raised funds in 2021 are consistent with those disclosed in the company’s special report on the deposit and use of raised funds in 2021, and comply with the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as self regulatory regulation No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, the raised funds are stored and used in a special account, and there is no situation of changing the purpose of the raised funds in a disguised manner and harming the interests of shareholders, and there is no case of illegal use of the raised funds; The company used the raised funds in strict accordance with relevant regulations and disclosed the relevant information truthfully, accurately and completely. We agree to the special report on the deposit and use of the company’s raised funds in 2021. (IV) prior approval and independent opinions on the renewal of the company’s accounting firm in 2022
(1) Prior approval
After verification, we believe that Lixin Certified Public Accountants (special general partnership) has the audit qualification of securities and futures related businesses, has sufficient professional competence, investor protection ability and independence, and can meet the requirements of the company’s audit in 2022. Therefore, we agree to submit the matter of renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 to the board of directors of the company for deliberation.
(2) Independent opinion
In accordance with the guiding opinions on establishing the working system of independent directors in listed companies, the articles of association, the working system of independent directors and other relevant rules and regulations, as an independent director of the company, I hereby express the following independent opinions on the company’s renewal of the appointment of an accounting firm in 2022: after verification, We believe that Lixin Certified Public Accountants (special general partnership) is qualified for auditing securities and futures related businesses, adheres to the principle of independent audit in the process of practicing, can issue various professional reports for the company on time, and the contents of the reports are objective and fair, and can meet the work requirements of the company’s financial audit in 2022. We believe that the renewal of the appointment of Lixin certified public accountants and the provisions of the articles of association do not harm the interests of the company and the majority of shareholders. We agree to the proposal and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) independent opinions on the company’s application for comprehensive credit line from the bank in 2022
In accordance with the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the independent director system and other relevant provisions, all independent directors of the company, After carefully reviewing the meeting materials and other relevant materials submitted by the company, based on the principle of independent and objective judgment, the independent opinions are as follows:
The company’s application for comprehensive credit line from the bank can meet the capital needs of the company’s production and operation, comply with the company’s development strategy and the interests of all shareholders, and will not have an adverse impact on the company’s normal operation and business development. The necessity of applying for comprehensive credit is sufficient, the purpose is legal and compliant, and the decision-making procedures and voting results of the board of directors in the above credit matters are legal and effective.
Therefore, we agree that the company applies to the bank for comprehensive credit line.
(VI) independent opinions on the company’s application to the bank for the buyer’s credit line and undertaking the guarantee liability
In accordance with the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the independent director system and other relevant provisions, all independent directors of the company, After carefully reviewing the meeting materials and other relevant materials submitted by the company, based on the principle of independent and objective judgment, the independent opinions are as follows:
The company has applied to the bank for the buyer’s credit line and assumed the guarantee liability, and has performed the corresponding decision-making procedures in accordance with relevant laws and regulations, normative documents and relevant systems of the company. This matter is in line with the needs of the company’s normal operation and the interests of all shareholders.
It is agreed that the company will apply to the bank for the buyer’s credit line in 2022 and bear the guarantee liability.
(VII) prior approval and independent opinions on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
1. Prior approval opinion
After communicating with the company and carefully reviewing the materials, we believe that the company’s purchase of conference accommodation related services from related parties in 2022 is a normal commercial transaction, and the price of related party transactions follows the market-oriented principle. We agree that the company will submit the proposal to the ninth meeting of the ninth board of directors for deliberation in accordance with the deliberation procedures of related party transactions. When the board of Directors considers the above connected transactions, the connected directors shall withdraw from voting.
2. Independent opinion
In 2021, the company actually purchased conference, accommodation and other hotel services from the related party Xinchang Titan International Hotel, totaling 1.4312 million yuan. The above related party transactions are normal business transactions in daily production and operation. The transaction price is determined through consultation with reference to the market price, follows the pricing principle of fairness, rationality and consensus, and complies with relevant national regulations and the fairness principle of related party transactions, It embodies the principles of integrity, fairness and impartiality. There is no damage to the interests of the company and shareholders and will not affect the independence of the company.
The daily related party transactions expected to occur in 2022 are the normal commercial transactions of the company. The related party transactions are priced based on the market price, follow the principles of objectivity, fairness and rationality, and do not harm the interests of the company and all shareholders. When the board of directors considered the above transaction matters, the related directors have avoided voting, and their procedures are legal and effective, in line with the provisions of relevant laws and regulations and the articles of association.
(VIII) independent opinions on the company’s use of some idle raised funds and self owned funds for cash management
Under the condition of ensuring the fund demand of daily operation and effectively controlling the investment risk, the company is carried out on the premise of ensuring the normal operation of the investment projects with raised funds and ensuring the safety of the raised funds, which will not affect the daily operation of the company and the normal development of the investment projects with raised funds, nor does it change the purpose of the raised funds in a disguised manner. Without affecting the normal operation of the company, it can improve the efficiency of fund use and obtain income according to law, which is in line with the interests of the company and all shareholders. Comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions. Therefore, we agree that the company uses some idle raised funds and its own funds for cash management.
(IX) independent opinions on the report on the use of the previously raised funds
The board of directors of the company has prepared the report on the use of the previously raised funds (as of December 31, 2021). After review, we believe that the report on the use of the previously raised funds strictly complies with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company on the storage and use of the raised funds, and the disclosed information on the use of the raised funds is true, accurate and reliable Complete, and there is no violation of the management and use of raised funds. We unanimously agree to the report on the use of the funds raised last time.
(x) independent opinions on Revising the plan for public issuance of convertible corporate bonds
The revised plan for the public issuance of convertible corporate bonds of the company is practical, in line with the current laws, regulations and normative documents such as the company law and the securities law, as well as the relevant provisions of the CSRC, the resolutions of the general meeting of shareholders and the actual situation of the company, the long-term development of the company and the interests of all shareholders, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not affect the independence of the listed company.
（11） Independent opinions on Revising the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds
The feasibility analysis report on the use of funds raised by Zhejiang Taitan Co.Ltd(003036) public issuance of convertible corporate bonds revised by the company analyzes and discusses the use plan of the raised funds, the background of the implementation of the raised investment project, the basic situation of the raised investment project, and the impact of the public issuance of convertible corporate bonds on the company’s business and financial situation, It is helpful for investors to have a comprehensive understanding of this public offering. We unanimously agree to the revised feasibility analysis report on the use of funds raised by Zhejiang Taitan Co.Ltd(003036) public issuance of convertible corporate bonds.
（12） Opinions on diluted immediate return on public issuance of convertible corporate bonds, relevant filling measures and commitments of relevant subjects
The company analyzed the impact of the public issuance of convertible corporate bonds on the dilution of immediate return, and put forward relevant filling measures. Relevant commitments comply with the provisions of relevant laws, regulations and normative documents, and are in the interests of all shareholders; The commitments made by relevant entities to the company’s public issuance of convertible corporate bonds, diluted immediate return and filling measures comply with the provisions of relevant laws, regulations and normative documents, which is conducive to protecting the legitimate rights and interests of minority shareholders.
（13） Independent opinions on the occupation of funds by controlling shareholders and other related parties
In 2021, the company, its controlling shareholders and other related parties strictly complied with the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies and other relevant laws, regulations, normative documents and the articles of association. The controlling shareholders and other related parties of the company did not occupy the company’s funds, There is also no occupation of the company’s funds by the controlling shareholders and other related parties that occurred in the previous period and continued until December 31, 2021.
After verification, we believe that the company can strictly implement the relevant provisions of the CSRC and the articles of association, and there is no occupation of the company’s funds by controlling shareholders and other related parties, and there is no damage to the interests of the company and shareholders.
Independent directors: Li Xudong, Wang Jin, Yu feitao March 15, 2022
