Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526)
Prior approval and independent opinions of independent directors on matters related to the board of directors Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (hereinafter referred to as "the company" or "the company") convened the seventh meeting of the eighth board of directors on March 30, 2022. In accordance with the relevant provisions of China Securities Regulatory Commission, Shanghai Stock Exchange and the articles of association, as independent directors, we express our prior approval and independent opinions on the relevant deliberations of the board of directors as follows:
1、 Independent opinions on external guarantee
1. On May 19, 2016, the 2015 annual general meeting of shareholders of the company decided that the company would provide Quzhou Qingtai Environmental Engineering Co., Ltd. (hereinafter referred to as "Quzhou Qingtai") with a full joint liability guarantee for the whole process of Industrial And Commercial Bank Of China Limited(601398) quhua sub branch project loan of 135 million yuan, with a guarantee period of eight years from the date of issuance of the first loan. For details, please refer to the announcement disclosed by the company in China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange on May 20, 2016.
Quzhou Qingtai was originally a wholly-owned subsidiary of the company. The company transferred the whole to Juhua Group Co., Ltd. in December 2020. As of March 2021, the company's guarantee for the debts of Quzhou Qingtai bank has been completely released.
2. On July 25, 2018, the second extraordinary general meeting of shareholders of the company in 2018 decided that Zhijin Feida Green Energy Co., Ltd. would raise 200 million yuan from Huarong Financial Leasing Co., Ltd. through financial leasing, and the company would provide 70% equity pledge of Zhijin Feida Green Energy Co., Ltd. and joint and several liability guarantee of 200 million yuan; The company issued a letter of commitment to make up the difference according to the proportion of capital contribution for the 200 million yuan comprehensive credit line of Henan Yuneng Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Co., Ltd. in Industrial And Commercial Bank Of China Limited(601398) Zhengzhou Erqi road sub branch. The 200 million yuan financing plan will be repaid in three years, and the principal will be repaid in 65 million yuan, 65 million yuan and 70 million yuan in the first, second and third years respectively. For details, please refer to the announcement disclosed by the company in China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange on July 26, 2018.
By the end of 2021, the company had not guaranteed the bank financing of Henan Yuneng Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Co., Ltd. 3. On August 3, 2020, the third extraordinary general meeting of shareholders of the company in 2020 decided that the company would provide a guarantee of RMB 100 million bank comprehensive credit line for Zhuji Huashang import and Export Co., Ltd. from July 1, 2020 to June 30, 2022; The company provides Zhejiang Feida Technology Development Co., Ltd. with a guarantee of RMB 150 million bank comprehensive credit line, with a guarantee period from July 1, 2020 to June 30, 2023. For details, please refer to the announcement disclosed by the company in China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange on August 4, 2020. 4. On April 1, 2021, the first extraordinary general meeting of shareholders of the company in 2021 resolved that the company and Shangrao urban construction investment and Development Group Co., Ltd. provide joint and several liability guarantee for project financing for Yugan Green Energy Co., Ltd. according to the shareholding ratio, and the total amount of guaranteed debt principal shall not exceed RMB 265 million, of which the total amount of guaranteed debt principal of the company shall not exceed RMB 135 million, Guarantee period: 15 years from the date of issuing the first loan. For details, please refer to the announcement disclosed by the company in China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange on April 2, 2021.
In 2021, the company actually guaranteed 122903 million yuan (all to subsidiaries), and there was no overdue external guarantee. As of December 31, 2021, the actual external guarantee balance of the company (all to subsidiaries) has accumulated to 265668 million yuan. The company does not provide guarantee for any other legal entity, unincorporated entity or individual. The above-mentioned decision-making procedures of the company's external guarantee are legal, there are no foreseeable guarantee risks hidden, and the information disclosure is complete.
2、 Independent opinions on profit distribution plan
Since the undistributed profits of the parent company at the end of 2021 are negative, the company plans not to distribute profits this year. The scheme complies with relevant laws and regulations and the provisions of the articles of association, and does not damage the rights and interests of the company's shareholders, especially the minority shareholders. We agree to this profit distribution plan and agree to submit it to the general meeting of shareholders for deliberation.
3、 Prior approval and independent opinions on the appointment of accounting firms
1. Prior approval
Before the meeting of the board of directors, the company has provided us with relevant materials of Tianjian Certified Public Accountants (special general partnership), conducted necessary communication and obtained our prior approval. We agree to submit this proposal to the meeting of the board of directors for deliberation.
2. Independent opinion
Tianjian Certified Public Accountants (special general partnership) is qualified to carry out securities and futures related businesses. In the process of serving as the company's special audit and financial report audit institution over the years, it can fulfill its duties, follow the independent, objective and fair practice standards, and better complete various audit tasks; Occupational risk fund refers to that the purchase of occupational insurance complies with the relevant provisions of the Ministry of Finance and has sufficient investor protection ability; The members of the project team have no circumstances that may affect their independence, and have not been subject to criminal or administrative punishment in the past three years; The review procedure of this renewal is sufficient and appropriate; We agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's internal control and financial report audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on internal control evaluation report
Based on a detailed review of the company's 2021 internal audit report and a full understanding of the construction and operation of the company's internal control mechanism, we believe that the company's internal control system covers all links of operation and management, and can timely identify internal control defects according to the actual situation in different periods, put forward and implement rectification measures, and reasonably avoid and control various risks; The overall construction of the company's internal control mechanism complies with relevant regulations and the actual situation of the company. As of December 31, 2021 (the benchmark date of internal control evaluation report), the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of relevant regulations on enterprise internal control, and no major defects in non-financial reporting internal control have been found. To sum up, we agree with the 2021 annual internal control evaluation report of the company.
5、 Prior approval and independent opinions on the implementation of 2021 annual plan and 2022 annual plan of the company's daily connected transactions
1. Prior approval
Before the meeting of the board of directors, the company has provided us with relevant materials of the daily related party transaction proposal, conducted necessary communication and obtained our prior approval. We agree to submit the proposal to the meeting of the board of directors for deliberation.
2. Independent opinion
The daily related party transaction plan is drawn up according to the original signed related party transaction agreement and the actual situation of relevant parties, with sufficient basis and reasonable arrangement; The daily connected transaction plan is necessary for the normal production and operation of the company, which is conducive to the professional cooperation and complementary advantages of all parties, realize the rational allocation of resources, enhance the profitability of the company, and ensure the safety and stability of production and operation. There is no damage to the legitimate rights and interests of the company and other shareholders, which is in line with the overall interests of the company and shareholders; The related directors avoided the voting of the proposal, and the deliberation procedure of the board of directors was legal; We agree to the proposal of daily connected transactions and agree to submit it to the general meeting of shareholders of the company for deliberation.
Independent directors: Yang Ying, Shen Dongsheng, Zhou Shengjun, Jin zanfang March 30, 2022
