Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) independent directors
On the deliberation of relevant matters at the 18th meeting of the third board of directors of the company
separate opinion
In accordance with the guidance on the establishment of an independent director system in listed companies issued by the CSRC, the guidance on the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations, as well as the relevant provisions of the company’s internal control systems such as the articles of association and the working system of independent directors, we, as independent directors of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) (hereinafter referred to as the “company”), are based on independence, prudence From an objective standpoint, after careful analysis, we express the following independent opinions on the relevant proposals considered at the 18th meeting of the third board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
After reviewing the company’s 2021 profit distribution plan and other relevant materials, we believe that the profit distribution plan is formulated based on the actual situation of the company, comprehensively considers the capital needs of the company in the next 12 months, protects the interests of shareholders, complies with the provisions of the articles of association on profit distribution policies and relevant laws and regulations. We agree to the profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinion on the renewal of the company’s audit institution in 2022
As an independent director of the company, we express the following independent opinions on the proposal on the renewal of Zhonghui Certified Public Accountants (special general partnership):
Zhonghui Certified Public Accountants (special general partnership) has the qualification to engage in securities business, and has many years of experience and ability to provide audit services for listed companies. During its tenure as the company’s audit institution, Zhonghui Certified Public Accountants (special general partnership) can scrupulously abide by its duties and abide by objective and notarized practice standards, and safeguard the interests of the company and shareholders from the perspective of accounting profession. We agree to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) to the company’s board of directors and the 2021 annual general meeting for deliberation.
3、 Independent opinions on confirming related party transactions in 2021 and predicting daily related party transactions in 2022
As an independent director of the company, we reviewed the proposal on confirming the connected transactions in 2021 and predicting the daily connected transactions in 2022, and expressed the following independent opinions:
Shen Wanzhong, Xu Haizhen, Zhejiang Jiacheng kinetic energy technology Co., Ltd. and Zhejiang Jiashun Metal Structure Co., Ltd. provide guarantee for the company, which is conducive to the financing of the company and the daily operation and development of the company. There is no situation that damages the interests of the company and other non related party shareholders.
The purchase of equipment transaction between the company and its related party Zhejiang Jiacheng kinetic energy technology Co., Ltd. is a normal business behavior in the company’s production and operation activities. The transaction between the two parties follows the principle of fairness and fairness, and the transaction price is determined according to the market price, without damaging the interests of the company and other non related party shareholders.
The board of directors deliberated on the confirmation of connected transactions in 2021 and expected daily connected transactions in 2022
The related directors abstained from voting, and the voting procedure was legal and effective.
It is agreed that the proposal on confirming connected transactions in 2021 and predicting daily connected transactions in 2022
The proposal is submitted to the 2020 annual general meeting of shareholders for deliberation.
4、 Independent opinions on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 and 2022
As an independent director, we reviewed the proposal on confirming the remuneration of directors, supervisors and senior managers in 2021 and the remuneration plan in 2022, and expressed the following independent opinions:
The remuneration of directors, supervisors and senior managers of the company in 2021 is in line with the remuneration plan of 2021. The remuneration plan of the company’s directors, supervisors and senior managers in 2022 is formulated according to the remuneration level of the company’s industry and in combination with the actual operation of the company. The formulation process and voting procedures are legal and effective, without any damage to the rights and interests of the company and shareholders, and comply with relevant national laws, regulations and the articles of association. We agree to the proposal on the 2021 annual remuneration plan for directors, supervisors and senior managers of the company and agree to submit the proposal to the 2022 annual general meeting of shareholders of the company for deliberation.
Independent directors: Chai Binfeng, Li Bin, Zhang Xuebin April 19, 2022
