Zhejiang Reclaim Construction Group Co.Ltd(002586) independent director
Independent opinions on relevant matters of the 50th meeting of the 6th board of directors
As an independent director of the company in accordance with the relevant provisions of the rules for independent directors of listed companies, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange, the articles of association of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as the “company”), the working system of independent directors and other relevant laws, regulations and rules, Based on our independent judgment, we express the following independent opinions on the relevant matters of the 50th meeting of the sixth board of directors of the company:
1、 Special instructions and independent opinions on the occupation of funds and illegal guarantee by related parties of the company
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other relevant provisions of the CSRC, in the spirit of being responsible to the company and all shareholders and seeking truth from facts, we have verified the occupation of the company’s funds, external guarantees and other matters by the company’s controlling shareholders and other related parties. We believe that:
(I) there was no non operational occupation of the company’s funds by controlling shareholders and other related parties during the reporting period. The capital transactions between the company and other related parties belong to operating capital transactions, and the relevant approval procedures have been performed in accordance with the articles of association and the company’s related party transaction management system, and there are no illegal capital transactions.
(II) during the reporting period, there was no guarantee provided for the controlling shareholder, other related parties with less than 50% of the company’s shares, any unincorporated unit or individual, and there was no guarantee provided directly or indirectly for the guaranteed object with an asset liability ratio of more than 70%. As of December 31, 2021, the total amount of outstanding guarantees provided by the company was 57343900 yuan, accounting for 15.82% of the company’s net assets at the end of the reporting period, and all guarantees were guarantees for subsidiaries.
(III) the occupation of non operating funds of the company by the controlling shareholders and their affiliated companies in previous years has been solved before the disclosure date of this report.
2、 Independent opinions on the company’s 2020 profit distribution plan
Audited by zhongxinghua Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 was 119497 million yuan (financial statements of the parent company), and the accumulated undistributed profit at the end of 2021 was -98944600 yuan,
In view of the negative undistributed profit in the consolidated statement of 2021, according to the relevant provisions of the company law and the articles of association, the company plans to make profit distribution plan for 2021 without profit distribution (including cash dividend and stock dividend distribution) and capital reserve converted into share capital.
We believe that the profit distribution plan for 2021 prepared by the company complies with relevant laws and regulations, the development status of the company and the articles of association. We agree to the 2021 profit distribution plan. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the self-evaluation report of internal control in 2021
After verification, the company’s corporate governance, production and operation, information disclosure, external guarantee and other major events are carried out in strict accordance with the provisions of the company’s internal control systems, the company’s internal and external risks have been reasonably identified and analyzed, and corresponding control measures have been taken. The company’s internal control is effective. The company’s self-evaluation report on internal control truly and objectively reflects the actual situation of the current construction of the company’s internal control system, the implementation and supervision of the internal control system.
4、 Independent opinions on the performance completion of subsidiaries
After checking the actual operation of Shanghai Millennium Urban Planning Engineering Design Co., Ltd., combined with the assurance report on the completion of performance commitments of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. (Xin Kuai Shi Bao Zi [2022] No. za12009) issued by Lixin Certified Public Accountants (special general partnership), The audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in 2019 of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. was 1826529 million yuan, and the audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in 2017, 2018 and 2019 was 432386 million yuan, exceeding the cumulative commitment of 382 million yuan by 503286 million yuan.
5、 Independent opinions on correction and retroactive adjustment of previous accounting errors
The company’s corresponding retroactive adjustment to the previous accounting errors is to retroactively adjust the financial statements at the relevant time points according to the requirements of the decision on administrative punishment of China Securities Regulatory Commission, It meets the requirements of accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors, and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information of China Securities Regulatory Commission, and objectively and fairly reflects the financial situation of the company. We agree to make corresponding retroactive adjustment to the accounting errors in the previous period. The company is required to strengthen the construction of internal control, improve the financial control system and internal control process, strengthen the quality and management of information disclosure, enhance the awareness of standardized operation, improve the level of standardized operation, earnestly safeguard the legitimate interests of all shareholders of the company and ensure the sustainable, healthy and stable development of the company.
6、 Independent opinion on the elimination of the impact of matters involved in the previous non-standard audit opinion
We have carefully reviewed the special statement of the board of directors on the elimination of the impact of matters related to the previous non-standard audit opinions. We believe that the statement of the board of directors on the above matters truly and objectively reflects the actual situation of the company. The impact of matters related to the non-standard opinions in the audit reports of the company in 2018, 2019 and 2020 has been eliminated, We have no objection to the special statement of the board of directors on the elimination of the impact of matters involved in the previous non-standard audit opinions. 7、 Independent opinion on the reappointment of the audit institution in 2022
Zhongxinghua Certified Public Accountants (special general partnership) is qualified for auditing securities and futures related businesses, has the ability to audit the company’s financial and internal control, investor protection, integrity and independence, and can meet the requirements of the company’s financial and internal control audit. The review procedure of the company’s proposed renewal of the accounting firm complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. Therefore, we agree to renew the appointment of zhongxinghua as the auditor of the company’s financial and internal control in 2022, and submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on changes in accounting policies
The change of accounting policy is helpful to improve the quality of accounting information. It is a reasonable change made by the company in accordance with the requirements of relevant documents of the Ministry of finance, in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange and the actual situation of the company. Its decision-making process complies with relevant laws and regulations and the articles of association, and will not have a significant impact on the company’s financial statements, There are no circumstances that harm the interests of the company and shareholders, and we agree to the change of accounting policy.
9、 Independent opinion on provision for asset impairment
The company’s provision for asset impairment this time has sufficient basis, complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, truly reflects the financial situation of the company, and has sufficient basis for the provision for impairment; It helps to provide investors with more authentic, reliable and accurate accounting information, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders, and the review procedures comply with relevant laws and regulations and the articles of association. Agree to withdraw the provision for asset impairment this time.
Zhejiang Reclaim Construction Group Co.Ltd(002586) independent directors: Xu Qun, Zhang Bingsheng, Qian Ronglu April 28, 2002 [no text below]
[no text on this page, signature page of Zhejiang Reclaim Construction Group Co.Ltd(002586) independent director’s independent opinions on matters related to the 50th meeting of the sixth board of directors] signature of independent director: Xu Qun, Zhang Bingsheng, Qian Ronglu
April 28, 2002
