Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526)
Performance report of the audit committee of the board of directors in 2021
According to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation (SSE)
According to the requirements of Fa [2022] No. 2, Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (hereinafter referred to as "the company")
The audit committee of the board of directors (hereinafter referred to as the "Audit Committee") reports on the performance of its duties in 2021 as follows:
1、 Composition of audit committee
The company's audit committee is composed of seven independent directors and three non independent directors,
The convener is Yang Ying, an independent director of accounting. The composition of the audit committee meets the relevant regulatory requirements and requirements
Company regulations.
2、 Meetings of the audit committee and special opinions on major issues
(I) in 2021, the audit committee held 8 meetings. All members attended the meetings in person
Add as follows:
Meeting date and resolutions on matters considered
The first meeting in 2021 unanimously agreed on the proposal on canceling Yugan Feida green environment Co., Ltd. on March 16, 2021
The company's 2020 annual report and report summary, about employment
Proposal of Tianjian certified public accountants as the audit institution of the company
2020 internal audit work report, 2021 internal audit
On April 6, 2021, the second meeting of 2021 unanimously agreed on the planning work plan and the company's 2020 internal control evaluation report
Report on the implementation of the company's daily related party transactions in 2020
Implementation and proposal of 2021 annual plan
The full text and text of the company's report for the first quarter of 2021 were unanimously agreed at the third meeting of 2021 on April 27, 2021
The company issues shares to purchase assets and raise supporting funds
On July 26, 2021, the fourth meeting of 2021 unanimously agreed on the relevant proposals of the plan for large related party transactions (14 in total)
On August 24, 2021, the fifth meeting in 2021 unanimously agreed on the company's 2021 semi annual report and summary
On October 27, 2021, the sixth meeting of 2021 unanimously agreed on the third quarter report of 2021
The company issues shares to purchase assets and raise supporting funds
On December 15, 2021, the seventh meeting of 2021 unanimously agreed on the relevant proposals (20 in total) on the joint venture transaction, and on the relationship between the company and
Zhejiang Feida Huayun Technology Development Co., Ltd. signed a major agreement
Proposal on joint transaction agreement
The proposal on capital increase of Yugan Green Energy Co., Ltd. at the 8th meeting of 2021 on December 24, 2021 was unanimously agreed
(II) special opinions on major issues issued during the reporting period
1. Proposal on cancellation of Yugan Feida green environment Co., Ltd
Whereas, Yugan Feida green environment Co., Ltd. (hereinafter referred to as "Yugan environment") has no actual experience at present
The cancellation of the residual environment after the occurrence of business operations will help the company optimize resource allocation and asset structure and improve operation management
Management efficiency, in line with the overall interests of the company and shareholders; The shareholders of both parties shall distribute the surplus according to the shareholding ratio, and the environment can be divided
Allocation of assets is fair and reasonable; There are no affiliated directors who need to avoid voting on this transaction among the members of the board of directors of the company,
The decision-making procedures of the board of directors comply with relevant laws and regulations; No damage to the company and other shares was found in this transaction
The interests of the East.
2. Proposal on appointing Tianjian certified public accountants as the audit institution of the company
Tianjian Certified Public Accountants (special general partnership) is qualified for securities and futures related business and has
The experience and ability to provide audit services for listed companies, adhere to the principle of independent audit in the process of practice, be objective
Fairly and fairly reflect the company's financial situation and operating results, and be able to provide professional audit services for the company
Have sufficient investor protection ability, and the project members do not violate the code of professional ethics for Chinese certified public accountants
No criminal or administrative penalty has been imposed on the situation requiring independence in the past three years. Therefore, we agree to continue
Tianjian Certified Public Accountants (special general partnership) was employed as the company's internal control and financial report in 2021
And agreed to submit the matter to the board of directors for deliberation.
3. Proposal on the implementation of 2020 plan and 2021 plan of the company's daily connected transactions
The daily related party transaction plan is reasonably arranged, which is necessary for the normal production and operation of the company and is beneficial to all parties
Industry cooperation and complementary advantages, realize the rational allocation of resources, control costs, enhance the profitability of the company and protect students
The safety and stability of production and operation are in line with the overall interests of the company and shareholders; All parties are based on the principle of fairness and reference
Market price agreement transaction price, fair and reasonable; The related directors avoided the voting of this proposal and the decision-making process of the board of directors
The order shall comply with relevant laws and regulations; No damage to the interests of the company and other shareholders is found; Close this time
The joint transaction proposal must be approved by the general meeting of shareholders of the company, and the related parties interested in the related transaction must
Waive the right to vote on the proposal at the general meeting of shareholders.
4. The plan for the company to issue shares to purchase assets and raise supporting funds and major related party transactions (hereinafter referred to as the plan)
Referred to as "this transaction plan")
This transaction plan is in line with the company's strategic needs and actual situation, is conducive to improving the company's multi field layout in the environmental protection industry, comprehensively and efficiently carry out the business related to the environmental protection industry, improve the company's core competitiveness and comprehensive strength, and is in line with the overall interests of the company and shareholders; All parties will negotiate the transaction price based on the principle of fairness and fairness and with reference to the market price, which is fair and reasonable; The related directors avoided voting on the relevant proposals of the transaction plan, and the decision-making procedures of the board of directors met the provisions of relevant laws and regulations; No damage to the interests of the company and other shareholders is found; The proposals related to the transaction plan must be approved by the general meeting of shareholders of the company, and it is agreed not to hold the general meeting of shareholders for the time being. After the audit and evaluation related to the transaction plan are completed, the company will convene a meeting of the board of directors again to consider relevant matters, and then hold the general meeting of shareholders according to law. The related persons interested in the related transaction must give up the right to vote on the proposal at the general meeting of shareholders.
5. Relevant proposals on the company's issuance of shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "this transaction")
(1) The proposals related to this transaction have been approved by the independent directors of the company in advance before being submitted to the board meeting for deliberation.
(2) The proposals related to this transaction have been deliberated and approved at the third meeting of the eighth board of directors of the company, and the related directors have avoided voting on the proposals related to related transactions. The convening, convening and voting procedures of this board meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association, and the contents of the resolution are legal and effective.
(3) The company has engaged an asset appraisal institution filed by the CSRC and the relevant competent departments of the State Council to audit and evaluate the subject assets. In the process of appraisal, the appraisal institution has implemented corresponding appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal methods that are compliant and in line with the actual situation of the target assets, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent. The final transaction price of the underlying assets involved in this transaction is based on the appraisal value of the underlying assets as of the benchmark date stated in the asset appraisal report filed by the state owned assets supervision and Administration Commission of the people's Government of Zhejiang Province (hereinafter referred to as "Zhejiang SASAC"), which is determined by the transaction parties through negotiation. The transaction price of the underlying assets is fair.
(4) This transaction is in line with the company's strategic needs and actual situation, is conducive to improving the company's multi field layout in the environmental protection industry, comprehensively and efficiently carry out the business related to the environmental protection industry, improve the company's core competitiveness and comprehensive strength, and is in line with the overall interests of the company and shareholders.
(5) The proposal related to this transaction must be approved by the general meeting of shareholders of the company, and the related persons interested in the related transaction must give up the right to vote on the proposal at the general meeting of shareholders. This transaction still needs to be approved by Zhejiang SASAC and China Securities Regulatory Commission.
In conclusion, this transaction complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws, regulations, normative documents and the articles of association, conforms to the interests of the company, and does not damage the interests of the company and its shareholders. We agree to the overall arrangement of this transaction.
6. Proposal on signing major related party transaction agreement between the company and Zhejiang Feida Huayun Technology Development Co., Ltd
This daily connected transaction is necessary for the company's market expansion and normal production and operation, which is conducive to professional cooperation, complementary advantages, rational allocation of resources, enhancement of profitability and promotion of the company's business development, which is in line with the overall interests of the company and shareholders; All parties agree on the transaction price based on the principle of fairness and fairness and with reference to the market price, which is fair and reasonable; There are no affiliated directors who must avoid voting on this transaction among the members of the board of directors of the company, the decision-making procedures of the board of directors comply with relevant laws and regulations, and no damage to the interests of the company and other shareholders is found; The daily related party transaction proposal must be approved by the general meeting of shareholders of the company, and the related parties interested in the related party transaction must give up the right to vote on the proposal at the general meeting of shareholders.
7. Proposal on capital increase of Yugan Green Energy Co., Ltd
Yugan Green Energy Co., Ltd. is the operation company of Yugan County domestic waste incineration power generation PPP project. This transaction is conducive to Yugan Green Energy Co., Ltd. to better carry out financing business, ensure the smooth completion and operation of its operation projects, enhance the comprehensive strength of the company and meet the overall interests of the company and shareholders; The shareholders of both parties shall increase their capital to the target company according to their shareholding ratio, which is fair and reasonable; There are no affiliated directors who need to avoid voting on this transaction among the members of the board of directors of the company. The decision-making procedures of the board of directors comply with the provisions of relevant laws and regulations. It is not found that this transaction damages the interests of the company and other shareholders.
3、 Main performance of the audit committee
(I) supervise and evaluate the work of external audit institutions
1. After careful discussion and evaluation, the Audit Committee believes that Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as "Tianjian certified public accountants") has been engaged in the company's external audit for 21 consecutive years, is diligent and responsible, is familiar with the company's organizational structure and operating conditions, can carry out audit business for the company independently, objectively and impartially, and has sufficient investor protection ability. The audit committee submits to the board of directors for deliberation: Tianjian firm will be reappointed as the audit institution of the company's internal control and financial report in 2021.
2. After verification, the company actually paid 2.5 million yuan for the audit of internal control and financial reports of Tianjian firm in 2021, which is consistent with the audit fees disclosed in the company's 2021 annual report.
3. Fully discussed and communicated with Tianjian firm on audit scope, audit plan, audit methods and other matters, and actively urged Tianjian firm to strictly abide by business rules and industry self-discipline norms, complete the audit work and issue the audit report as planned.
(II) guide internal audit
Review and supervise the implementation of the company's internal audit work plan, review the internal audit work report, and guide the effective operation of the internal audit department.
(III) review the company's financial report
After reviewing the company's accounting policies, financial information and financial reports, we believe that the company's financial reports truly, accurately and completely reflect the company's financial situation, operating results and cash flow, and agree to submit them to the board of directors for deliberation. (IV) evaluate the effectiveness of internal control
After reviewing the company's 2020 internal audit report and other materials, and carefully evaluating the operation of the company's internal control mechanism, we believe that on the benchmark date of the internal control evaluation report (December 31, 2020), the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations.
4、 Overall evaluation
In 2021, the audit committee operated in accordance with relevant laws and regulations and the provisions of the company's system, performed various duties and obligations diligently, effectively promoted the company to continuously improve internal control, provide true, accurate and complete financial reports, make scientific and standardized decisions and operations, and effectively safeguarded the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
Members: Yang Ying, Luo Shuiyuan, Hu Yunjin, Zhao Lin, Shen Dongsheng, Zhou Shengjun
