Chalkis Health Industry Co.Ltd(000972) independent director
Independent opinions on matters related to the ninth meeting of the ninth board of directors of the company
Chalkis Health Industry Co.Ltd(000972) (hereinafter referred to as “the company”) held the ninth meeting of the ninth board of directors on March 24, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and the articles of association of the company, As an independent director of the company, we reviewed the relevant matters discussed at this meeting and expressed the following independent opinions on relevant matters:
1、 Special instructions and independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties;
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf (2003) No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf (2005) No. 120) (hereinafter referred to as the notice) of the CSRC, after careful examination, We hereby give the following special explanation and independent opinions on the fund occupation and external guarantee of the company’s related parties during the reporting period:
1. As of the end of the reporting period, the company had no non operating occupation of the company’s funds by controlling shareholders and other related parties.
2. By the end of the reporting period, the company had no external guarantee.
In view of the above situation, we believe that the company has strictly followed the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange, the company law and the articles of association, there is no occupation of funds and illegal guarantee, controlled the risk of external guarantee, and effectively protected the legitimate rights and interests of the majority of shareholders.
2、 Opinions on the self-evaluation report of the company’s internal control;
According to the requirements of the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and other relevant laws and regulations, we have carefully reviewed the company’s self-evaluation report on internal control in 2021 and issued the following independent opinions:
We believe that the company’s internal control system is relatively sound. The company’s existing internal control system has basically covered all levels and links of the company’s operation, formed a standardized management system, and gradually improved the internal control system with the changes of internal and external environment; During the reporting period, the company has newly established and revised a number of internal control systems, and all key activities of the company’s internal control can be carried out in strict accordance with the provisions of various systems. No violation of the guidelines on internal control of listed companies and the company’s internal control system of Shenzhen Stock exchange has been found. To sum up, we believe that the self-evaluation report on internal control in 2021 issued by the company can truly reflect the actual situation of the company’s internal control.
3、 The independent opinion of the board of directors that there will be no distribution of profits in 2021 and no conversion of capital reserve into share capital;
The audit of ZTE caiguanghua certified public accountants Co., Ltd. confirmed that the net profit attributable to the shareholders of the parent company in 2021 was -10052018708 yuan, the net profit realized by the parent company was -2859429461 yuan, plus the undistributed profit at the beginning of the period was -141018435231 yuan, and the accumulated actual distributable profit of the parent company was -143877864692 yuan. In view of the negative accumulated profits available for distribution to shareholders, the company plans not to distribute profits or convert capital reserve into share capital in 2021. In view of the actual situation of the company’s profits available for distribution to shareholders at the end of the reporting period, the board of directors of the company decided that the company would not implement profit distribution and conversion of capital reserve into share capital in 2021. We believe that the above decision is in line with the actual situation of the company and the provisions of the articles of association, and have no objection to the plan proposed by the board of directors that the company will not carry out profit distribution and increase the accumulation fund in 2021.
4、 Proposal on the provision for impairment of the company’s assets in 2021.
According to the accounting standards for business enterprises and other provisions:
1. At the end of 2021, the provision for impairment of various assets accrued by the company was 1870536488 yuan.
Including 1619065841 yuan of inventory falling price reserves; The provision for impairment of fixed assets is 251470647 yuan.
2. At the end of 2021, the company accrued credit impairment loss of 3295562967 yuan.
According to the accounting standards for business enterprises and relevant accounting policies, the company’s provision for asset impairment and credit impairment loss this time is in line with the actual situation of the company’s assets, and the voting procedures for the provision for asset impairment and credit impairment loss of the company are legal and based on sufficient basis. The provision for asset impairment and credit impairment loss is in line with the relevant provisions of the accounting standards for business enterprises and accounting policies, truly and accurately reflects the asset status of the company, and does not harm the interests of the company and minority shareholders. It is agreed to withdraw the provision for asset impairment and credit impairment loss this time.
Independent directors: Xie Zhuyun, Gong Jiening and Shen Xiaojun March 24, 2022
