Dongjiang Environmental Company Limited(002672) independent director
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock 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 of China Securities Regulatory Commission and other relevant laws, regulations and normative documents, as well as the provisions of Dongjiang Environmental Company Limited(002672) articles of association, As an independent director of Dongjiang Environmental Company Limited(002672) (hereinafter referred to as “the company”), after receiving the relevant materials of the 18th meeting of the seventh board of directors of the company, I listened to the report of relevant personnel on the matter and carefully studied the meeting materials. After carefully reviewing the relevant materials, I hereby express the following opinions on the matter:
1、 Special instructions on capital occupation and external guarantee of controlling shareholders and other related parties
As an independent director of the company, in accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee industry of listed companies (Zheng Jian Fa [2005] No. 120) issued by China Securities Regulatory Commission (Zheng Jian Fa [2003] No. 56), and in the attitude of being responsible to the company, all shareholders and investors, In accordance with the principle of seeking truth from facts, the company has carefully inspected and implemented the funds occupied by the controlling shareholders and other related parties and the external guarantee. After necessary verification and inquiry of the company, the independent opinions are as follows:
1. The non controlling shareholders and other related parties did not occupy the company’s funds at the end of the reporting period.
2. As of the end of the reporting period, the company has not provided guarantees for controlling shareholders and other related parties.
3. The company can strictly implement the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee behavior of listed companies and the notice on regulating the external guarantee behavior of listed companies issued by the CSRC, establish a mechanism to prevent the occupation of funds by major shareholders and external guarantee, and strictly control the risk of external guarantee and the occupation of funds by related parties.
2、 Independent opinions on the proposal on the provision for asset impairment in 2021
The company’s provision for asset impairment this time meets the requirements of the accounting standards for business enterprises and other relevant regulations. After the company’s provision for asset impairment, it can more objectively and fairly reflect the company’s asset status and operating results, and make the company’s accounting information about asset value more true, reliable and reasonable. The decision-making procedure of the board of directors to consider the matter is legal and compliant, and there is no situation damaging the interests of the company and shareholders. We agree to withdraw the provision for asset impairment this time.
3、 Independent opinions on the company’s 2021 profit distribution plan
In accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the notice on further implementing matters related to cash dividends of listed companies issued by China Securities Regulatory Commission As an independent director of the company, Shenzhen Securities Regulatory Bureau carefully reviewed the 2021 profit distribution plan of the company with a serious, responsible and realistic attitude, and issued the following independent opinions:
The profit distribution plan for 2021 proposed by the board of directors of the company complies with the articles of association, the shareholder return plan for the next three years (20212023) and other relevant provisions, conforms to the actual situation of the company, comprehensively considers the future development of the company and the reasonable return of shareholders, and is conducive to safeguarding the interests of the company and all shareholders. Therefore, it is agreed to submit the plan to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on the company’s internal control evaluation report in 2021
In accordance with the relevant provisions of the company law, the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, as independent directors of the company, we have carefully reviewed the company’s 2021 internal control evaluation report, and combined with the actual investigation of the company’s internal control system, we express the following independent opinions:
The company has established a relatively perfect internal control system and can be effectively implemented. The company’s internal control mechanism is basically complete, reasonable and effective. All production and operation activities and corporate governance activities of the company are operated in strict accordance with relevant internal control systems, effectively improving the company’s operation and management level and risk prevention ability. The 2021 internal control evaluation report of the company truly and objectively reflects the establishment and improvement of the company’s internal control system.
5、 Independent opinions on the special instructions on deposits, loans and other financial businesses involving related party transactions of financial companies according to the relevant regulatory requirements of Shenzhen Stock Exchange, the company has prepared the summary of deposits, loans and other financial businesses involving Guangdong Guangsheng Finance Co., Ltd. in Dongjiang Environmental Company Limited(002672) 2021 (hereinafter referred to as the summary). We have carefully reviewed the contents of the summary sheet, which is consistent with the contents of the 2021 financial statements and relevant materials provided by the company and the actual situation of related party transactions between the company and the financial company.
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhongshen Zhonghuan”), which provided audit services for the company, checked the project amount contained in the summary and issued the special instructions for deposits, loans and other financial businesses involving related party transactions of financial companies (hereinafter referred to as the special instructions). We have reviewed the “special instructions” and found that the company’s deposits, loans and other financial businesses in the financial company are consistent with the “special instructions” issued by Zhongshen Zhonghuan, in line with the relevant provisions of Shenzhen Stock Exchange on deposits, loans and other financial businesses between listed companies and affiliated financial companies, and there is no damage to the interests of listed companies.
We agree with the special instructions on deposits, loans and other financial businesses involving related party transactions of financial companies issued by Zhongshen Zhonghuan to the company.
6、 Report on continuous risk assessment of Guangdong Guangsheng Finance Co., Ltd
By examining the relevant documents of Guangdong Guangsheng Finance Co., Ltd. (hereinafter referred to as “Guangsheng finance company”), the company issued the report on continuous risk assessment of Guangdong Guangsheng Finance Co., Ltd., which fully reflects the business qualification, business and risk status of Guangsheng finance company. As a non bank financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by the CBRC. Guangsheng finance company operates normally, with abundant funds, sound internal control, good asset quality, high capital adequacy ratio and sufficient provisions. The risk of carrying out financial service business with Guangsheng finance company is controllable.
7、 Independent opinions on the proposal on the change of the company’s accounting policies
The company has made corresponding changes to its accounting policies in accordance with the requirements of the interpretation of accounting standards for Business Enterprises No. 14 and the interpretation of accounting standards for Business Enterprises No. 15 issued by the Ministry of finance. The changed accounting policies comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, will not have a significant impact on the company’s financial statements, and will not damage the legitimate rights and interests of the company and all shareholders, Especially the interests of minority shareholders. This accounting policy change can more objectively and fairly reflect the company’s financial situation and operating results, and provide investors with more reliable and accurate accounting information. The procedures of this accounting policy change comply with relevant laws and regulations and the articles of association, and the company agrees to this accounting policy change.
(no text below)
(there is no text on this page, which is the signature page of Dongjiang Environmental Company Limited(002672) independent directors’ independent opinions on relevant matters) signatures of all independent directors:
Li Jinhui, Xiao Zhixiong, Guo Suyi
Dongjiang Environmental Company Limited(002672) March 25, 2022
