Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) independent director
Independent opinions on matters related to the 16th meeting of the ninth board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and the relevant provisions of China Securities Regulatory Commission on the work related to the 2021 annual report, we, as independent directors of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as the “company”), in the spirit of good faith, diligence and due diligence, We hereby express the following independent opinions on the relevant matters of the 16th meeting of the ninth board of directors held by the company on March 29, 2022:
1、 Independent opinions on 2021 profit distribution plan:
After examination, the profit distribution proposal for 2021 prepared by the board of directors of the company complies with the relevant provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies of the CSRC, comprehensively considers the current industry characteristics, enterprise development stage, operation and management, medium and long-term development and other factors, and complies with the provisions of relevant laws, regulations and articles of association, There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders, which is conducive to the sustainable and stable development of the company. I agree to the profit distribution proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Therefore, we unanimously agree to the profit distribution proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the reappointment of the company’s audit institution and internal control audit institution in 2022
After review, Lixin Certified Public Accountants (special general partnership) showed strong professional ability and performance ability during the period of providing audit and internal control evaluation services for the company, and was able to provide services with due diligence and issue objective and fair audit reports for the company.
Therefore, we unanimously agree that the company will continue to employ Lixin Certified Public Accountants (special general partnership) as the auditor and internal control auditor of the company’s 2022 financial report.
3、 Independent opinions on the remuneration of directors and senior executives in 2021 and 2022
After review, the company can strictly implement the remuneration of directors and senior managers and relevant incentive and assessment systems in 2021, and the procedures of business performance assessment and remuneration payment comply with relevant laws, regulations, articles of association, rules and regulations, etc. The compensation system for directors and senior executives in 2022 is conducive to further reflect the value of post performance, give better play to the enthusiasm of the management, facilitate the development of the company, and its decision-making procedures are legal and effective. Therefore, we unanimously agree to the proposal on the remuneration of directors and senior executives in 2021 and 2022, and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the scrapping of some fixed assets, provision for asset impairment and write off of bad debts of the company in 2021
After review, the company followed the principle of prudence in the scrapping, provision for impairment and bad debt write off of some assets in 2021. The scrapping, provision for impairment and write off methods were in line with the accounting standards for business enterprises. This scrapping, provision for impairment and bad debt write off of some assets will more truly and accurately reflect the current financial situation of the company. When the board of directors of the company deliberates the above proposals, the relevant decision-making procedures are legal and effective. It is agreed that the company will scrap some assets, withdraw impairment and write off bad debts in 2021.
5、 Independent opinions on the authorization of futures trading quota of the company in 2022
According to the review, according to its own operating characteristics and the price fluctuation characteristics of raw materials, the company chooses an appropriate time to carry out raw material hedging business and futures investment without affecting the normal operation and legal compliance of operation, which will not affect the normal development of the company’s main business. At the same time, the company has established a futures trading management system and will carry out risk control and management in strict accordance with the provisions of relevant systems to effectively prevent, discover and resolve risks and ensure the relative safety of funds for futures trading. The company’s futures trading is in line with the interests of the company and shareholders, and there is no situation that damages the rights and interests of the company and minority shareholders. The board of directors agreed to the relevant contents of the 2022 futures trading limit.
6、 Independent opinions on the by election of directors of the ninth board of directors of the company
After reviewing the resume and other relevant materials of the candidate director of the company, we believe that he has the corresponding qualifications and ability to perform his duties, and has not found any circumstances that he is not allowed to serve as a director of a listed company as stipulated in the company law and the articles of association, nor has he been determined as a market prohibited person by the China Securities Regulatory Commission and has not been lifted, which is in line with relevant laws, administrative regulations, the China Securities Regulatory Commission The qualifications and conditions for serving as directors of listed companies stipulated by Shanghai Stock Exchange comply with the relevant provisions of the articles of association. The procedures for the by election of directors by the board of directors comply with relevant laws, regulations and the articles of association, and the procedures are legal and subject to the deliberation of the general meeting.
7、 Independent opinions on share repurchase scheme through centralized bidding transaction
After examination: 1. The shares repurchased by the company this time comply with the relevant provisions of the company law, the opinions on supporting the repurchase of shares by listed companies, the rules for repurchase of shares by listed companies and other laws and regulations, and the voting procedures of the board of directors comply with the relevant provisions of laws and regulations and the articles of association.
2. The implementation of the company’s share repurchase this time, taking part of the repurchased shares as the stock source of treasury shares for equity incentive, is conducive to further improving the company’s incentive and restraint mechanism, combining the interests of shareholders, the company and employees, enhancing the endogenous driving force of the company’s development, and providing support for the company to achieve planning objectives and development strategies; Using some shares to reduce the company’s registered capital is conducive to enhancing investors’ confidence in the company’s future development prospects, enhancing the recognition of the company’s value, promoting the reasonable return of the company’s value and safeguarding the interests of the majority of investors.
3. The total amount of capital that the company intends to use to repurchase the company’s shares shall not be less than RMB 100 million and not more than RMB 200 million. The source of capital is its own funds. Under the condition that the price of repurchased shares does not exceed RMB 13.50/share, the number of repurchased shares is expected to be no less than 74074074074 million shares (accounting for 0.52% of the total share capital of the company), and in accordance with the provisions of the company law and the articles of association, No more than 14814800 shares (accounting for 1.04% of the total share capital of the company). According to the repurchase plan, the repurchase funds will be paid at the right time during the repurchase period, which has a certain flexibility. Therefore, this repurchase will not have a significant impact on the company’s operation, finance and future development, and will not affect the company’s listing status.
4. This repurchase is carried out in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we believe that the company’s share repurchase is legal and compliant, and the repurchase plan is feasible and necessary, which is in line with the interests of the company and all shareholders. We approve the share repurchase plan. And agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
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