Houpu Clean Energy Co.Ltd(300471) independent director
Independent opinions on matters related to the 17th meeting of the Fourth Board of directors
Houpu Clean Energy Co.Ltd(300471) (hereinafter referred to as “the company”) the 17th meeting of the 4th board of directors was held on March 23, 2022. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self-regulation of listed companies No. 2 – standardized operation of companies listed on the gem, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the Listing Rules of Shenzhen Stock Exchange on the gem and other laws, regulations and normative documents, as well as the articles of association According to the requirements of the working system of independent directors, as an independent director of the Fourth Board of directors of the company, based on the principle of prudence, we have carefully reviewed the relevant materials of this meeting. After careful analysis and independent judgment, we hereby express independent opinions on the relevant matters considered at the meeting as follows:
1、 Independent opinion on self-evaluation report of internal control in 2021
After verification, we believe that the company has established a relatively sound and perfect internal control system in accordance with the requirements of laws and regulations such as the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the guidelines for the self discipline and supervision of listed companies No. 2 – standardized operation of companies listed on the gem, and all systems can be effectively implemented, and all operations of the company are standardized. The company’s self-evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system. Therefore, we unanimously agree to the motion.
2、 Independent opinions on profit distribution plan in 2021
After verification, based on the company’s operating conditions in 2021, the company proposed a plan for no profit distribution in 2021. We believe that the proposal of this plan comprehensively considers the company’s development stage, operation and financial conditions, conforms to the objective situation of the company and the provisions of relevant laws, regulations and rules, and does not damage the interests of the company’s shareholders, especially the minority shareholders. Therefore, we unanimously agree that the company will not make profit distribution in 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinion on the reappointment of the audit institution in 2022
After verification, we believe that Sichuan Huaxin (Group) accounting firm (special general partnership) is a professional, standardized and large-scale accounting firm with the qualification of securities business audit granted by the Ministry of Finance and China Securities Regulatory Commission, and has many years of experience and ability to provide audit services for listed companies. During his tenure as the company’s audit institution, he expressed independent audit opinions in a diligent, dutiful, fair and reasonable manner. The company’s continued employment of Sichuan Huaxin (Group) accounting firm (special general partnership) is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and shareholders, especially the interests of minority shareholders. Sichuan Huaxin (Group) accounting firm (special general partnership) has sufficient independence, professional competence, investor protection ability and good faith. The decision-making procedure for the company to renew the appointment of the audit institution in 2022 is legal and effective. Therefore, we agree to renew the appointment of Sichuan Huaxin (Group) Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on daily connected transactions in 2022
The company conducts daily related party transactions with related parties in accordance with the principles of fairness, openness and impartiality, and there is no situation that affects the interests of all shareholders of the company, especially small and medium-sized shareholders. The daily related party transactions expected by the company in 2022 are in line with the company’s business plan in 2022, will not have an adverse impact on the company’s financial status and operating results, and are in the interests of the company and all shareholders. Therefore, we unanimously agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on using self owned funds to purchase financial products
In order to improve the use efficiency of the company’s own idle funds, without affecting the normal operation of the company, the company and its subsidiaries intend to use their own idle funds of no more than RMB 200 million to buy financial products with high security, good liquidity and low risk. Within the above limit, the funds can be used in a rolling manner. The company uses its own idle funds to choose the opportunity to buy financial products with high safety, good liquidity and low risk, which is in line with the interests of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making process of this matter is legal and compliant. Therefore, we agree that the company and its subsidiaries use their own idle funds of no more than RMB 200 million to buy financial products with high security, good liquidity and low risk.
6、 Independent opinions on the proposed change of the company’s full name
The company’s proposed change of the company’s full name is in line with the company’s current actual business situation and strategic objectives, in line with the relevant requirements of the guidelines for self discipline and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. There is no case of using the change of the company’s full name to affect the stock price and mislead investors. At the same time, the review procedures are in line with the relevant provisions of laws and regulations, policy documents and the articles of association, It 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. We agree to the change of the company’s full name and agree to submit the proposal to the company’s first extraordinary general meeting in 2022 for deliberation.
7、 Proposal on extending the validity of the resolution of the general meeting of shareholders of the company issuing shares to specific objects
The extension of the validity period of the resolution of the general meeting of shareholders of the company to issue shares to specific objects this time is conducive to ensuring the continuous, effective and smooth progress of the company’s issuance of shares to specific objects, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agree to the above proposal and agree to submit this proposal to the general meeting of shareholders for deliberation and approval. Therefore, we unanimously agree to the proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to fully handle matters related to the company’s issuance of shares to specific objects
The extension of the validity period of the company’s general meeting of shareholders authorizing the board of directors to handle matters related to the issuance of shares to specific objects is conducive to ensuring the continuous, effective and smooth progress of the company’s issuance of shares to specific objects, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9、 Special instructions and independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the articles of association, the external guarantee system, the management system for external financial assistance and other provisions and requirements of the CSRC, we have verified the occupation of funds and external guarantees of controlling shareholders and other related parties during the reporting period, and now issue the following special instructions and independent opinions:
1. During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties.
2. During the reporting period, the company earnestly implemented the relevant provisions of the articles of association, and there was no illegal external guarantee, and no guarantee was provided for the controlling shareholder, actual controller and other related parties, any unincorporated unit or individual.
10、 Independent opinions on the company’s investment in foreign exchange derivatives in 2021
After verification, the company did not make securities investment in 2021, but only carried out foreign exchange derivatives trading. The company has formulated the management system of foreign exchange derivatives trading business, which has been reviewed and approved by the board of directors. The relevant transactions have fulfilled the corresponding decision-making procedures, which can effectively regulate the trading behavior of derivatives and control the risk of derivatives trading. In addition, the company’s funds used for foreign exchange derivatives investment come from the company’s own funds for the purpose of avoiding and preventing the potential exchange rate risk caused by the company’s export business. There is no use of raised funds, no impact on the development of the company’s main business and no damage to the interests of the company and shareholders. (no text below)
Independent director: Guo Dongchao, Zou shoubin, Gao Jinkang March 24, 2002
