Zhejiang Renzhi Co.Ltd(002629)
Independent opinions of independent directors on matters related to the 24th Meeting of the 6th board of directors
1、 Special instructions and independent opinions on external guarantees and fund transactions of related parties
As an independent director of Zhejiang Renzhi Co.Ltd(002629) (hereinafter referred to as “the company” or “Renzhi shares”), we have carefully understood and verified the company’s external guarantees and the funds occupied by controlling shareholders and other related parties in 2021 in accordance with the provisions of the guidance on the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the notice on regulating the external guarantees of listed companies, Relevant explanations and independent opinions are as follows:
1. External guarantee
After verification, the total amount of external guarantee approved during the reporting period was 50 million yuan, and the actual amount of guarantee incurred was 27 million yuan. On September 30, 2021, the company has repaid the loan principal of 5 million yuan. As of December 31, 2021, the total balance of external guarantee is 22 million yuan, accounting for 280.90% of the net assets of the Company attributable to the shareholders of the company in the latest audit. The above guarantee is the guarantee provided by the company to the wholly-owned subsidiary Sichuan Renzhi New Material Technology Co., Ltd. and the wholly-owned subsidiary Shanghai HENGDU Industry Co., Ltd.
As of December 31, 2021, in addition to the above matters, the company has not provided guarantees for the controlling shareholders and other related parties holding less than 5% of the company, any unincorporated units or individuals. The external guarantee of the company has fulfilled the examination and approval procedures stipulated in relevant laws and regulations and the articles of association, and complies with the relevant provisions and requirements of relevant laws, regulations and the articles of association.
2. Occupation of funds
From January 1, 2020 to September 30, 2021, Renzhi shares had non operating capital transactions with Shenzhen Runhe New Material Co., Ltd., Shenzhen Hongbo Zhongyi Industrial Co., Ltd. and Shenzhen Yipin New Energy Development Co., Ltd., the related parties of the controlling shareholder pingda New Material Co., Ltd. in the form of bulk trade business. The above circumstances constituted the capital occupation of Renzhi shares by the related parties of the controlling shareholder, with a cumulative amount of 228 million yuan, The maximum daily amount of funds occupied reached 51.32 million, accounting for 154.72% of the audited net assets of Renzhi in 2020. All the above funds and interests will be returned to Renzhi shares in September and November 2021 respectively. Dahua Certified Public Accountants (special general partnership) issued the special audit report on the recovery of non operating capital transactions of Zhejiang Renzhi Co.Ltd(002629) related parties, the return of external financial assistance and the rectification of internal control of income (Dahua He Zi [2021] 0012752). The non operating capital transactions of the company have been eliminated.
In addition to the above, the capital transactions between the company and the controlling shareholders and other related parties are normal operating capital transactions, and there is no non operating occupation of the company’s funds by the controlling shareholders and other related parties. 2、 Independent opinion on self-evaluation report of internal control in 2021
According to the basic norms of enterprise internal control, the company’s working system for independent directors and other relevant regulations, as independent directors of the company, we carefully read the report, communicated with the company’s management and relevant functional departments, and checked the company’s relevant internal control system. We believe that the company’s internal control self-evaluation report in 2021 truly and objectively reflects the company’s internal control. 3、 Independent opinions on 2021 profit distribution plan
In the company’s profit distribution plan for 2021, the company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund.
We believe that the proposal and review procedures of the company’s profit distribution plan for 2021 comply with the provisions of relevant laws, regulations and the articles of association, fully consider the comprehensive factors such as the company’s business status, daily production and operation needs and future development capital needs, match the actual business performance of the company, meet the needs of the company’s actual business and future development, and have legitimacy, compliance and rationality, It does not harm the interests of the company and its shareholders, especially the minority shareholders. We agree to the profit distribution plan proposed by the board of directors and agree to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 4、 Independent opinions on providing guarantee for wholly-owned subsidiaries to apply for loans from banks
In order to meet the business needs of Sichuan Renzhi New Material Technology Co., Ltd. (hereinafter referred to as “new material subsidiary”), the company provides guarantee for the bank loan of new material subsidiary. This guarantee is conducive to the business operation of new material subsidiary. The company’s guarantee for the new material subsidiary’s application for loans from the bank complies with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and the above guarantee will not harm the interests of the company, have adverse effects on the company and its subsidiaries, and will not harm the interests of the company and the majority of investors.
Therefore, we agree that the company will provide guarantee for the wholly-owned subsidiary to apply for loans from the bank, and agree to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 5、 Independent opinions on applying to financial institutions for a comprehensive credit line of no more than 500 million yuan in 2022
The purpose of the company and its holding subsidiaries applying for comprehensive credit line from financial institutions is to meet the daily production and operation needs of the company and its holding subsidiaries and the needs of quickly handling the credit business of financial institutions, improve the approval efficiency, the decision-making procedure of the application is legal and reasonable, and there is no situation that damages the interests of the company and all shareholders. Therefore, we agree that the company and its holding subsidiaries apply to financial institutions for comprehensive credit line, and agree to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 6、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
After careful verification of the remuneration of directors and senior managers of the company in 2021, it is considered that the remuneration disclosed by the company in 2021 is true and reasonable, and the remuneration payment procedures comply with relevant laws, regulations and the articles of association. 7、 Independent opinions on the company’s shareholder return plan for the next three years (20222024)
According to the relevant provisions of relevant rules and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, we have carefully reviewed the shareholder return plan for the next three years (20222024) and made the following independent opinions:
We believe that the shareholder return plan for the next three years (20222024) of the company complies with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the notice on matters related to the further implementation of cash dividends of listed companies and the articles of Association. The above plan pays full attention to the reasonable investment return to investors and takes into account the sustainable development of the company, It is conducive to protecting the legitimate rights and interests of investors. We agree to the company’s shareholder return plan for the next three years (20222024) and agree to submit this proposal to the company’s 2021 annual general meeting for deliberation.
Independent directors: Fu Guanqiang, Li Weiwei, Zhou Lixiong March 18, 2022
