Tongxing Environmental Protection Technology Co.Ltd(003027) independent director
Independent opinions on matters related to the 19th meeting of the Fourth Board of directors
According to the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the basic norms of enterprise internal control, the supporting instructions for enterprise internal control, and the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies And other administrative regulations and normative documents, as well as the relevant provisions of the articles of association of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as the “company”), the decision-making system of related party transactions of the company and the working system of independent directors of the company. As independent directors of the company, in a prudent and responsible manner and based on independent judgment, we hereby express the following prior approval opinions and independent opinions on the relevant matters of the 19th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on repurchasing and cancelling some restricted shares in the 2021 restricted stock incentive plan an incentive object of the company’s 2021 restricted stock incentive plan is no longer qualified as an incentive object due to resignation, and a total of 120000 restricted shares that have been granted but have not been lifted are repurchased and cancelled, which is in line with the administrative measures for equity incentive of listed companies and other laws and regulations The relevant provisions of the normative documents and the company’s restricted stock incentive plan (Draft) in 2021, the procedures are legal and compliant, will not have a substantive impact on the company’s financial status and operating results, will not affect the diligence of the company’s management team and core backbone, and will not damage the interests of the company and all shareholders. Therefore, we unanimously agree that the company will repurchase and cancel the above 120000 restricted shares, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on 2021 profit distribution plan
The company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association. It is legal, compliant and reasonable, and takes full account of the company’s current operating conditions, capital needs and other factors, It does not harm the interests of the company and its shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company. We agree to submit the plan to the general meeting of shareholders for deliberation. 3、 Independent opinions on increasing the use of idle self owned funds for cash management
The company’s increased use of idle self owned funds for cash management this time is conducive to improving the use efficiency of idle self owned funds and increasing income, and will not have an adverse impact on the company’s production and operation; At present, the company is in good operation and stable financial condition, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; The decision-making procedure complies with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association. Therefore, we agree that the company will increase the amount of idle self owned funds of no more than RMB 200 million for cash management, that is, the amount of idle self owned funds used by the company for cash management will increase from no more than RMB 40 million to no more than RMB 60 million.
4、 Independent opinion on self-evaluation report of internal control in 2021
1. After verification, the company has established a relatively sound internal control system, and all internal control systems meet the requirements of relevant administrative regulations and securities regulatory authorities in China.
2. The daily operation of the company can be carried out in accordance with the provisions of various internal control systems. The internal controls such as governance structure, production and operation, capital activities and information disclosure are strict, comprehensive and effective, which effectively ensures the normal operation and management of the company.
3. The company’s self-evaluation report on internal control truly, objectively and comprehensively reflects the actual situation of the current construction of the company’s internal control system, the implementation and supervision of the internal control system, conforms to the actual situation of the company, and is reasonable and effective.
In conclusion, we agree with the effective conclusion of internal control in the company’s 2021 internal control self evaluation report.
5、 Independent opinions on the deposit and use of raised funds in 2021
After verification, we believe that the special report on the annual deposit and use of raised funds prepared by the board of directors of the company complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the management system of raised funds, which are true and reliable It objectively reflects the deposit and use of the company’s raised funds in 2021. There is no significant difference between the actual deposit and use of the company’s raised funds and the company’s information disclosure, there is no illegal deposit and use of the raised funds, and there is no damage to the interests of the company and its shareholders, especially minority shareholders.
6、 Independent opinions on the appointment of senior managers of the company
1. After reviewing the resume and other materials of Mr. an Zhongyi, the proposed senior manager, the above-mentioned personnel have the professional knowledge of enterprise management necessary to perform their duties, do not have the circumstances specified in Article 146 of the company law, have not been punished by the CSRC and other departments and the stock exchange, and have not been filed for investigation by the judicial organ for suspected crime or checked by the CSRC for suspected violation of laws and regulations, It has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court, and its qualifications comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association.
2. The nomination and appointment procedures of senior managers comply with relevant laws and regulations and the articles of association.
In conclusion, we agree that the board of directors shall appoint Mr. an Zhongyi as the executive deputy general manager of the company.
7、 Independent opinions on the special explanation of the company’s accumulated and current funds occupied by related parties and external guarantees
It is verified that as of the end of the reporting period, the company has not occupied the company’s funds for non operating purposes by the actual controller and other related parties, nor provided the funds directly or indirectly to the actual controller and other related parties for use; The company and its holding subsidiaries do not provide guarantee for the actual controller and other related parties, any unincorporated unit or individual.
We believe that the company can seriously implement the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, standardize the capital transactions between the company and its actual controllers and other related parties, and maintain the independence of listed companies; Standardizing the company’s external guarantee behavior, there is no violation, strictly controlling and preventing the company’s external guarantee risk and the risk of fund occupation by related parties, and safeguarding the interests of the majority of shareholders and the company.
Independent directors: Liu Guijian, sun fangshe, Wang Jinlan April 18, 2022
