Special explanations and independent opinions of independent directors on matters related to the 36th meeting of the fourth board of directors of the company
Time:2023-04-29
Classification: Company Announcement
In accordance with the provisions and requirements of the China Securities Regulatory Commission's Notice on Regulating Financial Transactions between Listed Companies and Related Parties and Certain Issues Concerning External Guarantees of Listed Companies (Zheng Jian Fa [2003] No. 56) and the Notice on Regulating External Guarantees of Listed Companies (Zheng Jian Fa [2005] No. 120), at the same time, in accordance with the relevant provisions of the China Securities Regulatory Commission's "Guiding Opinions on Establishing an Independent Director System in Listed Companies", "Articles of Association", "Rules of Procedure of the Board of Directors" and "Independent Director Work System", as Shouhang High-tech Energy Co., Ltd. (hereinafter referred to as The independent director of the "Company") issued a special statement and independent opinions on matters related to the company's 2022 annual report and after reviewing relevant materials as follows:
I. Special notes and independent opinions on the appropriation of the Company's funds by the controlling shareholder and other related parties and the Company's external guarantees
We have carefully verified the appropriation of the Company's funds and the Company's external guarantees by controlling shareholders and other related parties that occurred during the Company's reporting period (January to December 2022), as well as those that occurred in previous periods but continued into the reporting period, and hereby issue the following special notes and independent opinions:
1. During the reporting period, the Company did not have any operating and non-operating appropriation of the Company's funds by the controlling shareholder and other related parties.
2. During the reporting period, the company provided joint and several liability guarantee for the principal and interest of the 90 million yuan loan applied by the wholly-owned subsidiary Beijing Juxing Xinneng Technology Co., Ltd. in the Beijing Branch of Xiamen International Bank Co., Ltd.; for the holding Sun The company Hamiliha Energy Co., Ltd. applied for the principal and interest of the 60 million yuan loan applied by the company in the Urumqi Branch of Industrial Bank Co., Ltd. to provide joint and several liability guarantee guarantees; provide joint and several liability guarantee for the principal and interest of the 20 million yuan loan applied by the holding subsidiary Xituo Energy Group Co., Ltd. in Xinjiang Tianshan Rural Commercial Bank Co., Ltd. High-tech Zone Sub-branch; Provide housing mortgage guarantee for the principal and interest of the 8 million yuan loan applied by the holding subsidiary Xituo Energy Group Co., Ltd. in Xinjiang Bank Co., Ltd. Urumqi Shayibake District Sub-branch. None of the above guarantees require an independent opinion from an independent director.
In summary, we believe that the Company has strictly implemented the provisions of CSRC [2003] No. 56 and CSRC [2005] No. 120 and other relevant documents, and is able to strictly control the risk of capital appropriation by related parties and external guarantees. In line with the China Securities Regulatory Commission's Notice on Regulating Financial Transactions between Listed Companies and Related Parties and Certain Issues Concerning External Guarantees of Listed Companies, Notice on Regulating External Guarantees of Listed Companies, Management System for External Guarantees, Decision-making and Control System for Related Transactions of Companies and other relevant provisions.
Independent Opinion of the 2. on the 2022 Self-Evaluation Report on the Company's Internal Control
After verification, we believe that the company has established a relatively sound and perfect internal control system, which is in line with the needs of the actual operation of the company in the current period. The 2022 Internal Control Self-Evaluation Report of Shouhang High-Tech Energy Technology Co., Ltd. completely and objectively reflects the actual situation of the company's internal control.
Independent opinion of the 3. on the company's 2022 profit distribution plan.
Because the company's net profit attributable to shareholders of the parent company in 2022 is negative, it does not meet the conditions of cash dividends and allotment. In order to ensure the company's normal production and operation and future development, the company decided not to distribute profits in 2022. We believe that the company's 2022 profit distribution plan is in line with the company's current actual operating conditions and long-term development needs, and is conducive to safeguarding the long-term interests of all shareholders of the company.
Independent Directors: Peng Zhaoqi, Gao Tie Yu, Zhang Hongliang
28 April 2023