Guizhou Zhenhua E-Chem Inc(688707)
Independent directors about
Independent opinions on matters related to the 20th meeting of the 5th board of directors of the company
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations and normative documents, the Guizhou Zhenhua E-Chem Inc(688707) articles of Association (hereinafter referred to as the “articles of association”), the Guizhou Zhenhua E-Chem Inc(688707) working system of independent directors and other company system documents, we, as independent directors of Guizhou Zhenhua E-Chem Inc(688707) (hereinafter referred to as the “company”), are responsible to all shareholders and the company, Carefully reviewed the matters considered at the 20th meeting of the 5th board of directors of the company, and expressed the following independent opinions:
1. Proposal on confirming the remuneration of directors and supervisors of the company in 2021
Through the review of the remuneration scheme of the company’s directors and supervisors, we believe that it is in line with the actual situation of the company’s operation and management, which is conducive to strengthening the diligence of the company’s directors and supervisors and ensuring the realization of the company’s development strategic objectives. We agree to the proposal on confirming the remuneration of directors and supervisors of the company in 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
2. Proposal on confirming the remuneration of senior managers of the company in 2021
Through the review of the salary scheme of the company’s senior managers, we believe that it is in line with the actual situation of the company’s operation and management, which is conducive to mobilizing the work enthusiasm of the company’s senior managers and improving the company’s competitiveness.
We agree to the proposal on confirming the remuneration of senior managers of the company in 2021.
3. Proposal on 2021 profit distribution plan
After verification, we believe that the profit distribution plan for 2021 formulated by the company in combination with the actual situation, taking into account the sustainable development of the company and the long-term interests of all shareholders and other factors, complies with the relevant provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of shareholders, especially small and medium-sized shareholders.
We agree to the proposal on the profit distribution plan for 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
4. Proposal on reappointment of zhongtianyun Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
Through the review of the business qualification of zhongtianyun Certified Public Accountants (special general partnership), we believe that it has sufficient independence and professional competence to meet the requirements of the company’s audit work in 2022. The appointment decision-making process complies with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially the interests of minority shareholders.
In conclusion, we agree to appoint zhongtianyun Certified Public Accountants (special general partnership) as the company’s financial audit and internal control audit institution in 2022, and agree to submit the proposal to the 2021 annual general meeting for deliberation.
5. Proposal on the provision for asset impairment in 2021
After deliberation, the company’s proposal on the provision for asset impairment in 2021 complies with the relevant provisions of the accounting standards for business enterprises and the company’s financial management system, and the relevant deliberation procedures are legal and compliant. After the relevant impairment losses are accrued this time, the company’s financial statements can more fairly reflect the company’s financial status and operating results, and help to provide investors with more authentic, reliable and accurate accounting information. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. It is agreed that the company should withdraw the provision for asset impairment this time.
6. Proposal on the special report on the deposit and use of raised funds in 2021
After deliberation, the deposit and use of the raised funds of the company in 2021 comply with the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. The raised funds are stored and used in a special account, and there is no illegal use of the raised funds. Therefore, we agree to the proposal on the special report on the deposit and use of raised funds in 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation. 7. Report on continuous risk assessment of Zhenhua Group / China Electronic Finance Co., Ltd
After reviewing the company’s continuous risk assessment report on Zhenhua Group Finance Co., Ltd. and the continuous risk assessment report on China Electronic Finance Co., Ltd., we believe that Zhenhua Group Finance and China electronic finance, as non bank financial institutions, their business scope, business content and process, internal risk control system and other measures are strictly supervised by the China Banking and Insurance Regulatory Commission. The financial services carried out by Zhenhua Group Finance and China electronic finance to the company are normal commercial services. The related loans and other financial services between the company and Zhenhua Group Finance and China electronic finance are fair and reasonable, and there is no damage to the rights and interests of the company and minority shareholders. Under the condition of risk control, it is agreed to provide relevant financial services to the company. 8. Proposal on adding the forecast of daily connected transactions in 2022
After deliberation, the matters related to the company’s new estimated amount of daily related party transactions in 2022 meet the needs of the company’s business development and follow the market-oriented principle. The related party transactions follow the principles of equality, voluntariness, equivalence and compensation, and the pricing is reasonable and fair. This connected transaction complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, and there is no damage to the interests of the company and all shareholders, and no impact of this connected transaction on the independence of the company is found. The related directors avoided voting when deliberating the related party transaction proposal; The deliberation procedures adopted by this affiliated exchange comply with the provisions of relevant laws, regulations and the articles of association.
To sum up, the independent directors of the company agreed to add matters related to the prediction of daily connected transactions of Red Star Electronics in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
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