Wuhu Conch Profiles And Science Co.Ltd(000619) independent director
Independent opinions on relevant matters of the 17th session of the ninth board of directors
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the relevant provisions of the Wuhu Conch Profiles And Science Co.Ltd(000619) articles of association and the independent director system, we, as independent directors of Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as “the company”), based on our independent position, express independent opinions on the relevant matters of the 17th session of the 9th board of directors of the company as follows:
1. About the company’s external guarantee in 2021
After verification, we believe that in 2021, the company has carefully implemented the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian FA Zi [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian fa [2005] No. 120), and strictly controlled the external guarantee matters, In 2021, in addition to providing guarantees to holding or wholly-owned subsidiaries in accordance with legal procedures, the company did not have any other external guarantees or illegal external guarantees, nor did it have any external guarantees or illegal external guarantees that occurred in previous years and lasted until the end of 2021.
2. About the guarantee provided for new subsidiaries in 2022
We believe that the company provides credit guarantee with a total principal of no more than 280 million yuan for its subsidiaries Shandong Wuhu Conch Profiles And Science Co.Ltd(000619) Co., Ltd. and Wuhu Wuhu Conch Profiles And Science Co.Ltd(000619) Trade Co., Ltd., in order to meet its production and operation needs. The above guarantees are for wholly-owned subsidiaries and will not damage the interests of the company and all shareholders. The guarantee procedure is legal. According to the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120 document), the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, the above guarantee matters for subsidiaries shall be submitted to the general meeting of shareholders for approval, and shall take effect after being deliberated and approved by the general meeting of shareholders.
3. Capital transactions between the company and related parties in 2021
We believe that the capital transactions between the company and related parties in 2021 are normal business capital transactions, and there is no illegal occupation of the company’s funds by related parties, which will not damage the interests of the company and minority shareholders.
4. Estimated amount of daily connected transactions of the company in 2022
The board of directors agreed that the company had transactions with Anhui Conch Group Co., Ltd. and its related parties, Anhui Conch Cement Company Limited(600585) and its subsidiaries, Anhui International Trade Group Holding Co., Ltd. and its subsidiaries, Anhui Conch new energy Co., Ltd. and its subsidiaries, Anhui Conch Building Materials Design and Research Institute Co., Ltd., Beijing Kangcheng Borui Business Management Co., Ltd. and its related parties in 2022 due to the needs of daily production and operation, The transaction amount shall not exceed 269.35 million yuan. The above transactions belong to related party transactions and are priced according to market principles.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the management system of related party transactions of the company, the amount of the above related party transactions exceeds the absolute value of the company’s latest audited net assets by 5%, which is within the approval authority of the general meeting of shareholders. Therefore, the proposal needs to be submitted to the general meeting of shareholders of the company for approval after being considered by the board of directors.
The related directors, Mr. Wan Yong and Mr. Wang Pengfei, withdrew during the voting. The other seven non related Directors voted and passed the proposal, and the voting procedure was legal.
The related party transaction has been approved by us in advance and agreed to be submitted to the board of directors for deliberation. We believe that this daily connected transaction is necessary for the normal business of the company; Voting procedures comply with legal procedures; The prices of related party transactions are priced according to the market, which is in line with the commercial principles of fair, just and open market, and does not harm the interests of the company and minority shareholders.
5. Related party transactions concerning renewal of trademark use license contract
Before the board of directors deliberated and voted on the proposal on renewing the trademark use license contract, we reviewed the relevant situation of the proposal and agreed to submit the proposal to the board of directors for deliberation. During the deliberation of the proposal by the board of directors, Mr. Wan Yong and Mr. Wang Pengfei, two related directors, withdrew, and the voting procedure was in line with the legal procedure.
We believe that the related party transactions between the company and Anhui Conch Group Co., Ltd. in renewing the trademark use license contract are the normal business behavior of the company, which is conducive to maintaining the continuity of the company’s brand and market. The related party transaction price is consistent with the contract price in the early stage, in line with the fair, open and fair market business principles, and does not damage the interests of the company and shareholders.
6. About using self owned idle funds for entrusted financial management
We believe that on the basis of ensuring the normal operation and capital safety of the company, using some idle funds and choosing opportunities to invest in low-risk bank financial products is conducive to improving the efficiency of capital use, obtaining certain income and further improving the overall performance level of the company. The company’s internal control system is relatively perfect, the company’s internal control measures and systems are sound, and the safety of funds can be guaranteed.
This matter has been approved by us in advance and passed at the 17th meeting of the 9th board of directors of the company. It meets the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange.
7. About the profit distribution plan of 2021
We believe that the voting of the board of directors to consider the profit distribution plan for 2021 complies with legal procedures. The formulation of the company’s 2021 profit distribution plan conforms to the company’s dividend policy and the objective situation of the company’s operation, is conducive to the sustainable and stable development of the company, complies with the provisions of relevant laws, regulations and the articles of association, and does not harm the interests of investors. We agree to the company’s 2021 profit distribution plan and agree to submit the plan to the company’s 2021 annual general meeting for approval.
8. About changing the company name and securities abbreviation
After carefully reviewing the relevant materials submitted by the company on changing the company name and securities abbreviation, we believe that the company’s current business development direction can be better reflected by the company’s changing the company name and securities abbreviation. The changed company name is more consistent with the company’s current actual business and development strategy. There is no case of using the changed company name to affect the company’s share price and mislead investors, which is in line with relevant laws The relevant provisions of administrative regulations, departmental rules, normative documents and the articles of association of the company do not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to change the company’s name and securities abbreviation, and agree to submit the above matters to the general meeting of shareholders of the company for deliberation.
9. The controlling shareholder of the company plans to further improve the commitment to avoid horizontal competition
Before the board of directors deliberated and voted on the proposal on the company’s controlling shareholder’s intention to further improve the commitment to avoid horizontal competition, we have carefully reviewed the relevant materials and agreed to submit the proposal to the board of directors for deliberation.
We believe that the further improvement of the commitment to avoid horizontal competition by the controlling shareholders of the company is in line with the actual situation of the company and does not damage the interests of the company and other shareholders, which is conducive to ensuring the practical implementation of the commitment and safeguarding the legitimate rights and interests of the company and all shareholders. At the same time, when the board of directors of the company deliberated on this matter, the related directors have avoided voting, and the deliberation and voting procedures of the meeting are legal and effective, in line with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association of the company.
Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
10. About the remuneration of directors and senior executives of the company in 2021
We believe that the annual performance appraisal conducted by the company in combination with the actual situation and according to the management positions and responsibilities of directors and senior managers, the completion of annual business objectives and the evaluation results of annual operation and management is in line with the relevant national regulations and conducive to the long-term development of the company. The remuneration disclosed by the company’s directors and senior managers in 2021 is in line with the company’s remuneration management system and is true and accurate.
11. About reappointment of 2022 audit institution
After verification, we believe that Dahua Certified Public Accountants (special general partnership) has the qualification to engage in Securities and futures related businesses, performs due diligence in the audit of the company, can audit the company’s accounting statements in accordance with the requirements of the auditing standards for Chinese certified public accountants, can abide by the professional ethics of the accounting firm, and express opinions on the company’s accounting statements objectively and impartially, We agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s auditor in 2022.
12. Self evaluation of the company’s internal control in 2021
We believe that in 2021, the company will further improve its internal control system in accordance with the requirements of the basic norms of enterprise internal control, the supporting guidelines for enterprise internal control and the guidelines for internal control of listed companies of Shenzhen Stock Exchange, and in combination with the actual situation of the company. The company’s internal control system is relatively sound, and its formulation procedures and contents meet the requirements of relevant laws, administrative regulations and regulatory authorities. The key activities of the company’s internal control are carried out in accordance with the provisions of the company’s internal control systems. The company’s internal control over subsidiaries, related party transactions, external guarantees, major investments and information disclosure is strict, sufficient and effective, which ensures the normal operation and management of the company and has compliance, integrity and effectiveness. The self-evaluation of the company’s internal control is in line with the actual situation of the company’s internal control.
Independent directors: Chen Jun, Fang Shijiang, Liu Chunyan
March 25, 2022
