Zhejiang Xinhua Chemical Co., Ltd. announcement of the guarantee provided by Jiangsu Xinrui Spice Co., Ltd

Stock code: 603867 Stock abbreviation: Xinhua shares Announcement number: 2021-034

The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.

Important Content Tips:

Name of the Guarantor: Holding subsidiary Jiangsu Xinrui Spice Co., Ltd. (hereinafter referred to as "Xinrui Spice")

The amount of the guarantee and the balance of the guarantee that has actually been provided to it: Zhejiang Xinhua Chemical Co., Ltd. has applied for a loan line totaling not more than 150 million yuan from a financial institution for its holding subsidiary Xinrui Spice, and as of the date of this announcement, the company has actually guaranteed Jiangsu Xinrui Co., Ltd. of 220 million yuan.

Whether there is a counter-guarantee for this guarantee: Givaudan Company provides a counter-guarantee of shareholding ratio

Cumulative number of overdue external guarantees: None

1. Overview of the guarantee situation

Zhejiang Xinhua Chemical Co., Ltd. held the eleventh meeting of the fifth board of directors on August 25, 2021, deliberated and passed the "Proposal on the < Providing Guarantee > to Jiangsu Xinrui Spice Co., Ltd., a holding subsidiary", and agreed that Zhejiang Xinhua Chemical Co., Ltd. for its holding subsidiary, Jiangsu Xinrui Spice Co., Ltd., applied for a total amount of not more than 15,000 to the Binhai Branch of China Construction Bank Co., Ltd. and the Yancheng Branch of Shanghai Pudong Development Bank Co., Ltd The loan amount of 10,000 yuan is guaranteed. The warranty period is two years, and Givaudan Company makes a counter-guarantee in proportion to its capital contribution. As of the date of this announcement, the Company has guaranteed 220 million yuan for Jiangsu Xinrui Co., Ltd.

2. The basic situation of the guarantor

Jiangsu Xinrui Spice Co., Ltd

Address: Binhai County Economic Development Zone Coastal Industrial Park Zhongshan 3rd Road north

Legal representative: Ying Sibin

Registered Capital: 20 million (USD)

Business Scope: Fragrance (p-tert-Butylcyclohexyl acetate, o-tert-Butylcyclohexyl acetate, tricyclodene acetate, tricyclodene acetate, tricyclodyl acetate, syrulina ester, bromelain ester, carvacrolone, allyl heptanoate, allyl phenoxyacetate, arbutylaldehyde, hexyl salicylate, undecyl, methyl nonacetaldehyde, phenlepentanol, peony nitrile, fresh peppermintone, cis-jasmonone, fresh oxal, cyclohexenone, tranquil musk, george wood fragrance, lauryl acetate, yuslan musk, fennel, fennel propionaldehyde, Sandalwood 208, Super Sandalwood 208, Premium Sandalwood 210, Premium Sandalwood 194, Ebony Sandalwood, Sandalwood 210, Epoxy Pinetane, Sandalwood 194) and its intermediate products (cyclohexanone, acetate, propionic acid, pentanol, butanone), by-products (methanol, acetate, butanone, sec-butanol, hydrochloride, fragrance head oil, fragrance foot oil, sodium acetate, sodium sulfite, triphenylphosphine), food additives (allyl heptanoate, allyl caproate, allyl phenoxyacetate, bromelain, Suhexel acetate) production (operated with a valid license) and related technology research and development, transfer of its own technological achievements, technical consulting services and other auxiliary consulting services; self-operated and agent of various types of commodities and technologies import and export business (except for commodities and technologies that are restricted by the state or prohibited from import and export). (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments.) ）

Shareholding structure: The company holds 51% of the shares and is its controlling shareholder.

Key financial data and indicators: As of June 30, 2021, the company had total assets of 452.2703 million yuan, net assets of 191.0022 million yuan, operating income of 232.8716 million yuan and net profit of 15.518 million yuan for the first six months of 2021.

3. The main content of the security agreement

The above-mentioned guarantee amount is the maximum guarantee limit, the security agreement has not yet been signed, and the specific content and guarantee period of the agreement shall be subject to the actual signed guarantee contract.

4. Opinions of the Board of Directors and Independent Directors

All directors present at the meeting unanimously passed the above-mentioned guarantee proposal. The independent directors of the Company reviewed the guarantee and investigated the relevant situation, listened to the reports of the relevant personnel, agreed to submit the above guarantee to the eleventh meeting of the fifth board of directors of the company for consideration, and issued an independent opinion, as follows:

The new guarantee quota for Xinrui Spice will be conducive to meeting the demand for funds in the development process of the subsidiary, effectively supporting the development of the subsidiary, in line with the interests of the company and all shareholders, there is no violation of laws and regulations and damage to the interests of the company and minority shareholders, we agree that the company will increase the guarantee amount of the holding subsidiary this time.

5. The cumulative number of external guarantees and the number of overdue guarantees

As of the date of the announcement, the total amount of the actual external guarantee of the company and its subsidiaries was 230 million yuan, accounting for 15.05% of the latest audited net assets of the listed company, and there was no overdue guarantee.

This is hereby announced.

Board of Directors of Zhejiang Xinhua Chemical Co., Ltd

August 27, 2021

Stock code: 603867 Stock abbreviation: Xinhua shares Announcement number: 2021-032

Zhejiang Xinhua Chemical Co., Ltd

Announcement of the resolution of the tenth meeting of the fifth session of the Board of Supervisors

The Supervisory Board and all the Supervisors of the Company warrant that the contents of this announcement are free from any false records, misleading statements or material omissions, and assume individual and joint liability for the truthfulness, accuracy and completeness of the contents.

1. The convening of the meeting of the board of supervisors

The 10th meeting of the 5th Supervisory Board of Zhejiang Xinhua Chemical Co., Ltd. (hereinafter referred to as the "Company") was held on August 25, 2021 (Wednesday) at No. 909, Xin'anjiang Road, Yangxi Street, Jiande City, Zhejiang Province, by means of on-site combined communication. The notice of the meeting has been delivered to the supervisors by mail and other means. This meeting should be attended by 3 supervisors, and 3 supervisors should actually attend the meeting.

The meeting was chaired by Xu Weirong. The meeting is held in accordance with the relevant laws, regulations, rules and the provisions of the Articles of Association. The supervisors present at the meeting carefully deliberated on the proposals and made the following resolutions:

2. Deliberations at the meeting of the board of supervisors

(I) Deliberate and pass the "Proposal on the 2021 Semi-annual Report of the < Company and Its Summary >"

The Board of Supervisors believes that the preparation and review procedures of the company's 2021 semi-annual report comply with the relevant provisions of laws, administrative regulations and the China Securities Regulatory Commission, the content and format of the semi-annual report conform to the provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the content of the report can truly, accurately and completely reflect the actual situation of the company, and no personnel involved in the preparation and review of the semi-annual report have been found to have violated the confidentiality regulations.

Voting result: 3 in favour, 0 against and 0 abstentions.

For details, please refer to the "2021 Semi-annual Report and Summary of Xinhua Shares" disclosed by the Company on the same day on the designated information disclosure media and the website of the Shanghai Stock Exchange (www.sse.com.cn).

(II) Deliberate and pass the "Proposal on the Special Report on the Deposit and Use of Funds Raised by < Companies in the Half Year of 2021>

For details, please refer to the "Special Report of Xinhua Shares on the Deposit and Actual Use of Funds Raised in the Half Year of 2021" (Announcement No. 2021-033) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

(3) Deliberate and pass the "Proposal on the < Use of Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement the > of Fundraising Projects"

The Board of Supervisors believes that the company uses the raised funds to provide loans to the wholly-owned subsidiaries for the implementation of the fund-raising investment projects, which is conducive to promoting the smooth implementation of the fund-raising projects and is in line with the plan for the use of the raised funds. The above matters and decision-making procedures comply with the relevant provisions of the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange, and there is no harm to the interests of the company and its shareholders. Therefore, the Supervisory Board agreed that the Company would use the raised funds to provide loans to its wholly-owned subsidiary, Sino-Dutch Environment, to implement the fundraising project.

For details, please refer to the "Announcement of Xinhua Shares on The Use of Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement Fundraising Projects" (Announcement No. 2021-035) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

(IV) Deliberate and pass the "Proposal on the Resignation of < Supervisors and the > of By-election of Supervisors"

For details, please refer to the "Announcement of Xinhua Shares on the Resignation of Supervisors and by-election of Supervisors" (Announcement No. 2021-036) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

3. Documents for reference

1. Resolution of the tenth meeting of the Fifth Board of Supervisors;

Supervisory Board of Zhejiang Xinhua Chemical Co., Ltd

Stock code: 603867 Stock Abbreviation: Xinhua Shares Announcement number: 2021-033

Special report on the deposit and use of funds raised in the semi-annual year of 2021

In accordance with the Provisions of the China Securities Regulatory Commission's Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Shanghai Stock Exchange's Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013), the Board of Directors of Zhejiang Xinhua Chemical Co., Ltd. (hereinafter referred to as the "Company") has prepared a special report on the deposit and use of the funds raised as of June 30, 2021, as follows:

First, the basic situation of funds raised

(1) The actual amount of funds raised and the time when the funds arrive

After the Reply on The Approval of the Initial Public Offering of Shares of Zhejiang Xinhua Chemical Co., Ltd. (Securities Regulatory Approval [2019] No. 958) issued by the China Securities Regulatory Commission, the Company was allowed to publicly issue 35 million RMB ordinary shares (A shares) to the public with a par value of RMB 1.00 per share at an issue price of RMB 16.29 per share, raising a total of RMB570.15 million, and the net amount of funds raised after deducting the issuance expenses was RMB49. 0.6647 million yuan. Tianjian Certified Public Accountants (Special General Partnership) conducted an audit of the availability of funds for the Company's public offering of new shares, and issued the Capital Verification Report Of Tianjian Inspection (2019) No. 180 on June 24, 2019.

(2) The use and balance of the raised funds

As of June 30, 2021, the Company had used a total of 263.2144 million yuan of funds in the special account for the raised funds, and as of June 30, 2021, the balance of the company's fund-raising account was 248.3961 million yuan, of which the amount of the special account for depositing the raised funds was 58.3961 million yuan and the unmature bank wealth management products were 190 million yuan.

2. The deposit and management of raised funds

(1) The management system for raising funds

In order to standardize the management and use of the raised funds and protect the rights and interests of investors, the company has formulated the "Management System for Raised Funds" in accordance with the provisions and requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013) and the Guidelines for the Supervision of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, combined with the actual situation of the company, and formulated the Management System for Raised Funds, which provides for the deposit of funds raised by the Company. Specific and clear provisions have been made on the supervision of the use and management of the situation, and the funds are deposited, used and managed in strict accordance with the provisions of the "Management System for Raised Funds".

(2) The circumstances of the tripartite supervision agreement on raising funds

In order to standardize the management and use of the company's raised funds and protect the interests of investors, the company has set up a special account for relevant raised funds. After the funds raised have been deposited, all of them have been deposited in the special account for the raised funds approved by the board of directors, and the tripartite supervision agreement on the storage of the raised funds has been signed with the sponsoring institution Everbright Securities Co., Ltd. (hereinafter referred to as "Everbright Securities") and the bank where the special account for raising funds is located. There are no material differences between the above agreement and the Shanghai Stock Exchange's Tripartite Supervision Agreement on the Storage of Funds Raised in Special Accounts (Model).

(3) The storage of special accounts for raised funds

As of June 30, 2021, the funds raised are stored as follows:

Unit: RMB 10,000

3. The actual use of funds raised in 2021

In 2021, the use of funds raised by the company is detailed in Table 1 of this report "Comparison Table of the Use of Funds Raised by Zhejiang Xinhua Chemical Co., Ltd.".

Fourth, the preliminary investment and replacement of the raised funds for investment projects

In order to effectively promote the investment projects of the raised funds, the implementing entities of the fundraising projects have made preliminary investment in the investment projects of the raised funds before the funds are in place. According to the actual construction progress of the offering and investment project, the company invested in the offering and investment project with self-financing funds. According to the "Attestation Report on Zhejiang Xinhua Chemical Co., Ltd.'s Pre-investment Projects with Self-Financing Funds" issued by Tianjian Certified Public Accountants (Special General Partnership) on July 18, 2019, as of July 10, 2019, the actual investment amount of the Company's pre-investment in the offering and investment projects with self-financing funds was RMB23.0384 million, and the 13th meeting of the 4th Board of Directors and the 9th meeting of the 4th Supervisory Board of the Company deliberated and passed the " Proposal on the Use of Raised Funds to Replace Self-Raised Funds of Pre-invested Projects. The company replaced the pre-invested project funds of 23.0384 million yuan with the raised funds.

V. Manage the idle raised funds and invest in related products

The Company has held the Eighth Meeting of the Fifth Board of Directors and the Eighth Session of the Fifth Board of Supervisors on April 14, 2021 to deliberate and pass the "Proposal on the Use of Part of the Temporarily Idle Raised Funds for Cash Management", and the Company's 2020 Annual General Meeting of Shareholders held on May 7, 2021 has approved the use of no more than RMB230 million (including RMB230 million) of the temporarily idle raised funds for cash management, and to purchase high security, high security, Liquidity of capital-protected wealth management products, deposit products. The above cash management period is 12 months from the date of deliberation and approval of the 2020 Annual General Meeting of Shareholders, within the above use period and quota, the funds can be recycled and used on a rolling basis, and returned to the company's special account for raising funds after the expiration of the period. As of June 30, 2021, the Company used the idle raised funds to purchase the balance of wealth management products of RMB190 million, and the cumulative amount of investment income received by the Company in the purchase of wealth management products using the temporarily idle raised funds during the year was RMB3.8033 million.

6. Change the use of funds for investment projects raised

As of June 30, 2021, the Company has not changed the investment projects of the raised funds.

7. Problems in the use and disclosure of raised funds

The Company has disclosed the deposit and use of the funds raised in the half year of 2021 in accordance with the relevant provisions of the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (CSRC Announcement [2012] No. 44) and the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013) issued by the Shanghai Stock Exchange, as well as the relevant provisions of the Company's Management System for Funds Raised. There is no illegal use of the raised funds.

Note 1: At the beginning of the operation of the project, the economic benefits have not yet been realized.

Note 2: At the beginning of the operation of the project, the economic benefits have not yet been realized.

Stock code: 603867 Securities abbreviation: Xinhua shares Announcement number: 2021-036

Announcement on the Resignation of Supervisors and the By-election of Supervisors

Zhejiang Xinhua Chemical Co., Ltd. (hereinafter referred to as "Xinhua Shares" or the "Company") recently received a written resignation submitted by Mr. Li Wende, a supervisor of the Company. Mr. Li Wende applied to resign as a supervisor of the Company due to work reasons, and Mr. Li Wende continued to perform the duties of supervisor until the shareholders' general meeting elected a new supervisor. The Supervisory Board of the Company expresses its sincere gratitude to Mr. Li Wende for his contribution to the development of the Company during his tenure as a company! The Company held the tenth meeting of the Fifth Supervisory Board on August 25, 2021, and nominated Mr. Shao Min as a candidate for the Supervisory Board of the Company on the recommendation of the shareholder Jiande State-owned Assets Management Co., Ltd., for a term of office from the date of deliberation and approval of the Shareholders' General Meeting to the expiration of the term of office of the Fifth Supervisory Board.

Up to now, Mr. Shao Min does not hold shares in the Company, has not been punished by the China Securities Regulatory Commission, other relevant departments and stock exchanges, and meets the requirements for holding office stipulated in the Company Law and other laws and regulations.

Attached: Mr. Shao Min's curriculum vitae

Shao Min, Chinese nationality, born in January 1987, bachelor degree. In 2009, he joined the project budget review center of the Jiande Municipal Finance Bureau, in June 2020 he was the deputy director of the Project Budget Review Center of the Jiande Municipal Finance Bureau, and since June 2021, he has been the deputy head of the Economic Construction and Investment Section of the Jiande Municipal Finance Bureau.

Stock code: 603867 Stock abbreviation: Xinhua shares Announcement number: 2021-037

Announcement of major operating data for the first half of 2021

In accordance with the requirements of the Shanghai Stock Exchange's Guidelines for Industry Information Disclosure of Listed Companies No. 18 - Chemical Industry, Zhejiang Xinhua Chemical Co., Ltd. (hereinafter referred to as the "Company") hereby discloses the main operating data for the first half of 2021 as follows:

First, the output, sales volume and revenue realization of the main products

Note 1: The above output and sales volume are discounted by 100 %(the same below).

Second, the price changes of the main products (excluding tax)

Note 2: From January to June 2021, the prices of major products have changed greatly year-on-year, among which: the price of fatty amine products increased by 24.27%, the price of organic solvent products decreased by 19.14%, and the price of flavor and flavor products decreased by 5.43%.

Third, the price changes of the main raw materials (excluding tax)

Note 3: From January to June 2021, the prices of major raw materials have changed significantly year-on-year, among which: the price of acetone increased by 9.76%, the price of acetone (bonded) increased by 37.06%, the price of alcohol increased by 26.45%, the price of n-propanol decreased by 11.12%, the price of n-butanol increased by 130.85%, the price of liquid ammonia increased by 33.08%, the price of white coal increased by 7.24%, and the price of turpentine increased by 49.56%.

The operating data in this report is unaudited and the Board of Directors of the Company reminds investors to use the above data with caution. This is hereby announced.

2August 27, 2019

Company code: 603867 Company abbreviation: Xinhua shares

Summary of the 2021 Semi-Annual Report

Section 1 Important Notes

1.1 The summary of this semi-annual report is from the full text of the semi-annual report, in order to fully understand the company's operating results, financial position and future development plans, investors should go to the www.sse.com.cn website to carefully read the full text of the semi-annual report.

1.2 The Board of Directors, the Board of Supervisors and the directors, supervisors and senior management of the Company guarantee that the contents of the semi-annual report are true, accurate and complete, that there are no false records, misleading statements or material omissions, and that they bear individual and joint legal liabilities.

1.3 All directors of the Company attend the meeting of the Board of Directors.

1.4 The present semi-annual report is unaudited.

1.5 The profit distribution plan for the reporting period or the plan for the conversion of provident fund into equity capital approved by the Board of Directors

not

Section 2 Basic Information of the Company

2.1 Company Profile

2.2 Key Financial Data

Unit: Yuan Currency: RMB

2.3 Shareholding table of the top 10 shareholders

Unit: Shares

2.4 Table of the total number of preferred shareholders and the top 10 preferred shareholders as of the end of the reporting period

□ apply √ does not apply

2.5 Changes in controlling shareholders or actual controllers

2.6 Approve the status of the bonds on the date of publication in the semi-annual report

Section 3 Important Matters

The company should explain the significant changes in the company's operating conditions during the reporting period in accordance with the principle of materiality, as well as the events that have a significant impact on the company's operations during the reporting period and are expected to have a significant impact on the company's operations in the future

Stock code: 603867 Stock Abbreviation: Xinhua Shares Announcement number: 2021-031

Announcement of the resolution of the eleventh meeting of the fifth board of directors

1. The convening of the board of directors meeting

The 11th meeting of the 5th Board of Directors of Zhejiang Xinhua Chemical Co., Ltd. (hereinafter referred to as the "Company") was held on August 25, 2021 (Wednesday) at No. 909, Xin'anjiang Road, Yangxi Street, Jiande City, Zhejiang Province, in the form of on-site combined communication. The meeting shall be attended by 9 directors and 9 directors shall be physically present.

The meeting was presided over by director Hu Jian, and supervisors and senior executives attended as observers. The meeting is held in accordance with the relevant laws, regulations, rules and the provisions of the Articles of Association. After careful consideration by the directors, the meeting formed the following resolution:

2. Deliberations of the board of directors meeting

(I) Deliberate and pass the "Proposal on the 2021 Semi-annual Report of < Companies and Their Summary >"

For a summary of the 2021 semi-annual report, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn) and China Securities News, Shanghai Securities News, Securities Daily and Securities Times.

Voting result: 9 votes in favour, 0 against and 0 abstentions.

(II) Deliberate and pass the "Proposal on the Special Report on the Deposit and Use of Funds Raised by < Companies in the Half Year of 2021>

For details, please refer to the "Name of the Announcement" (Announcement No. 2021-033) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

(3) Deliberate and pass the "Proposal on the < providing guarantee > to Jiangsu Xinrui Spice Co., Ltd., a holding subsidiary"

For details, please refer to the "Name of the Announcement" (Announcement No. 2021-034) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

The independent directors expressed their independent opinion in agreement with the proposal, as detailed in the "Independent Opinion of the Independent Directors of Xinhua Shares on Matters Related to the Eleventh Meeting of the Fifth Board of Directors" disclosed by the Company on the Shanghai Stock Exchange (www.sse.com.cn).

(4) Deliberate and pass the "Proposal on the < Use of Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement the > of Fundraising Projects"

For details, please refer to the "Name of the Announcement" (Announcement No. 2021-035) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

(5) Deliberate and pass the "Proposal on the > of the < Convening the Second Extraordinary General Meeting of Shareholders in 2021"

For details, please refer to the "Name of the Announcement" (Announcement No. 2021-038) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

1. Resolution of the eleventh meeting of the fifth board of directors;

2. Independent directors' independent opinions on matters related to the eleventh meeting of the fifth board of directors;

Stock code: 603867 Stock abbreviation: Xinhua shares Announcement number: 2021-035

Announcement on the Use of Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement Fundraising Projects

Zhejiang Xinhua Chemical Co., Ltd. (hereinafter referred to as "the Company" or "Xinhua Shares") held the second meeting of the fifth board of directors and the second meeting of the fifth supervisory board on June 5, 2020, deliberated and passed the "Proposal on Using the Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement The Fundraising Project", and agreed that the Company would change its name to its wholly-owned subsidiary, Jiande Xinhua Comprehensive Service Co., Ltd. (renamed Hangzhou Sino-Dutch Environmental Technology Co., Ltd. in November 2020, hereinafter referred to as "Sino-Dutch Environment"). Provide a loan of not more than RMB82 million for the implementation of the "Hangzhou Zhonghe Environmental Technology Co., Ltd. 58,100 tons / year waste acid, 11,600 tons / year waste alkali, 10,000 tons / year waste organic solvent resource comprehensive utilization relocation project". Due to the needs of project construction, the Company intends to provide another 2 million yuan of raised funds to Sino-Dutch Environment, and the total amount of raised funds provided by the Company to Sino-Dutch Environment after the completion of this loan is 84 million yuan. The 11th meeting of the 5th Directors of Xinhua Co., Ltd. and the 10th meeting of the 5th Supervisory Board deliberated and passed the "Proposal on Using the Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement The Fundraising Project".

After the Reply on The Approval of the Initial Public Offering of Shares of Zhejiang Xinhua Chemical Co., Ltd. (Securities Regulatory Approval [2019] No. 958) issued by the China Securities Regulatory Commission, the Company was allowed to publicly issue 35 million RMB ordinary shares (A shares) to the public with a par value of RMB 1.00 per share at an issue price of RMB 16.29 per share, raising a total of RMB570.15 million, and the net amount of funds raised after deducting the issuance expenses was RMB49. 0.6647 million yuan. Tianjian Certified Public Accountants (Special General Partnership) conducted an audit of the availability of funds for the Company's public offering of new shares, and issued the Capital Verification Report Of Tianjian Inspection (2019) No. 180 on June 24, 2019. In accordance with the regulations, the company adopted a special account storage management for the raised funds, and signed a tripartite supervision agreement with the sponsoring institution and the bank supervising the special account for the raised funds.

Second, the basic situation of the investment projects and loans of the raised funds

(1) Raising funds for investment projects

According to the Prospectus of Zhejiang Xinhua Chemical Co., Ltd.'s Initial Public Offering of Shares, all the funds raised by the company's public offering of new shares will be used for fundraising projects. After deducting the issuance fee, the total amount of funds raised will be used for the following fundraising projects:

Among them, the fundraising project "Hangzhou Zhonghe Environmental Technology Co., Ltd. 58,100 tons / year waste acid, 11,600 tons / year waste alkali, 10,000 tons / year waste organic solvent resource comprehensive utilization relocation project" is clearly implemented by the company's wholly-owned subsidiary Hangzhou Sino-Dutch Environmental Technology Co., Ltd.

(ii) Previous borrowings

The thirteenth meeting of the fourth board of directors of the company deliberated and passed the "Proposal on Using the Raised Funds to Increase the Capital of the Wholly-Owned Subsidiary to Implement the Fundraising Project", and agreed to increase the capital by 20 million yuan, and Sino-Dutch Environment has completed the capital increase and industrial and commercial changes. In order to ensure the smooth implementation of the fundraising project and facilitate the management of the company, after the deliberation and approval of the second meeting of the fifth board of directors and the second meeting of the fifth board of supervisors, it was agreed to use part of the raised funds to provide a total loan of not more than RMB82 million to Sino-Dutch Environment for "Hangzhou Sino-Dutch Environmental Technology Co., Ltd. Jiande Xinhua Comprehensive Service Co., Ltd. 58,100 tons / year waste acid, 11,600 tons / year waste alkali, 10,000 tons / Annual waste organic solvent resource comprehensive utilization relocation project".

(iii) The circumstances of the loan

The 11th meeting of the 5th Board of Directors and the 10th meeting of the 5th Supervisory Board deliberated and passed the "Proposal on Using the Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement The Fundraising Project". Agreed to use part of the raised funds to borrow RMB2 million to Sino-Dutch Environment for "Hangzhou Sino-Dutch Environmental Technology Co., Ltd. 58,100 tons / year waste acid, 11,600 tons / year waste alkali, 10,000 tons / year waste organic solvent resource comprehensive utilization and relocation project", after the completion of this loan, the total amount of the company's raised funds to Sino-Dutch Environment is 84 million yuan. The term of the loan is 24 months, and the borrowing interest rate refers to the bank's loan interest rate for the same period. After the loan expires, the aforementioned loan period may be extended with the approval of the chairman of the board, and it can also be returned in advance without affecting the construction of the fundraising project. At the same time, Hu Jian, the legal representative of the company, is authorized to handle the above-mentioned loan matters on behalf of the company and sign relevant agreements and documents.

Third, the basic situation of the borrower

Name: Hangzhou Sino-Dutch Environmental Technology Co., Ltd

Unified social credit code: 9133018272007610XN

Type: Limited liability company (sole proprietorship of a legal person not invested or controlled by a natural person)

Address: Industrial Functional Zone, Dayang Town, Jiande City, Hangzhou City, Zhejiang Province

Legal representative: Bao Jiangfeng

Registered capital: 20,000,000,000 yuan

Licensed projects: hazardous waste management; hazardous chemicals management (projects that require approval according to law can only carry out business activities after approval by the relevant departments, and the specific business projects are subject to the approval results). General projects: technical services, technology development, technical consultation, technical exchanges, technology transfer, technology promotion; manufacturing of basic chemical raw materials (excluding the manufacture of licensed chemicals such as hazardous chemicals); environmental protection consulting services (except for projects that require approval according to law, independent business activities are carried out according to law with business licenses).

Key financial data:

Unit: 10,000 yuan

Fourth, the purpose of the loan and the impact on the company

The use of the raised funds to provide loans to the wholly-owned subsidiary Sino-Dutch Environment is based on the construction needs of the investment projects of the raised funds, which is conducive to ensuring the smooth implementation of the investment projects of the raised funds, in line with the plan for the use of the raised funds, and there is no disguised change in the use of the raised funds. The use of the raised funds is in line with the company's development strategy and the provisions of relevant laws and regulations, and is in line with the interests of the company and all shareholders.

Sino-Dutch Environment is a wholly-owned subsidiary of the Company, and the Company has control over its production and operation activities during the period of providing loans to it, and its financial risks are controllable. At the time of the capital increase, Sino-Dutch Environment has set up a special account for raising funds and signed a special account storage supervision agreement with the company, the sponsoring institution and the commercial bank depositing the raised funds, which can ensure the safety of the use of the raised funds.

V. Explanation of special opinions

(1) Opinions of independent directors

The company's use of the raised funds to provide loans to wholly-owned subsidiaries for the implementation of the fundraising project is based on the construction needs of the main body implementing the fundraising project, in line with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and "Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange" and other relevant provisions, in line with the plan for the use of raised funds, which is conducive to ensuring the smooth implementation of the fundraising projects, and there is no change or disguised change in the investment direction of the raised funds. The deliberation and decision-making procedure complies with the relevant laws and regulations and the provisions of the Articles of Association of the Company, and there is no harm to the interests of shareholders. Therefore, we agree that the Company will use the raised funds to provide loans to its wholly-owned subsidiary, Sino-Dutch Environment, to implement the fundraising project.

(2) Opinions of the Board of Supervisors

(3) Verification opinions of the sponsoring institution

The sponsor, Everbright Securities Co., Ltd., believes that:

The company's use of the raised funds to provide loans to wholly-owned subsidiaries for fundraising and investment projects has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued consent opinions, fulfilled the necessary legal procedures, and complied with the provisions of relevant laws, regulations and normative documents such as the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange" and "Listing Rules for The Shanghai Stock Exchange". There is no disguised change in the use of the raised funds, and there is no situation that harms the interests of the company and shareholders. The sponsoring institution has no objection to the company's use of the raised funds to provide loans to its wholly-owned subsidiaries for the purpose of raising and investing in projects.

6. Documents for reference

1. Resolution of the eleventh meeting of the fifth board of directors of the company;

2. Resolution of the tenth meeting of the fifth board of supervisors of the company;

3. The independent directors of the company on the matters related to the eleventh meeting of the fifth board of directors;

4. Verification Opinions on Zhejiang Xinhua Chemical Co., Ltd.'s Use of Raised Funds to Provide Loans to Wholly-Owned Subsidiaries to Implement Fundraising Projects issued by Everbright Securities Co., Ltd.

August 27, 2021

Stock code: 603867 Securities abbreviation: Xinhua shares Announcement number: 2021-038

Zhejiang Xinhua Chemical Co., Ltd. about the convening

Notice of the Second Extraordinary General Meeting of Shareholders in 2021

Important Content Tips:

● Date of the General Meeting of Shareholders: September 13, 2021

● The online voting system adopted by the shareholders' meeting: the online voting system of the shareholders' meeting of the Shanghai Stock Exchange

First, the basic situation of convening a meeting

(1) Types and sessions of the general meeting of shareholders

Second Extraordinary General Meeting of Shareholders in 2021

(2) Convener of the General Meeting of Shareholders: Board of Directors

(3) Voting method: The voting method adopted at this shareholders' meeting is a combination of on-site voting and online voting

(iv) The date, time and place of the on-site meeting

Venue: Conference room of the company's R&D building

(v) The system, start and end dates and voting times for online voting.

Online voting system: Online voting system for shareholders' meetings of Shanghai Stock Exchange

Until September 13, 2021

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the shareholders' meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.

(6) Voting procedures for margin, transfer financing, agreed repurchase business accounts and SSE-Connect investors

Voting involving margin lending, transfer financing business, accounts related to the agreed repurchase business and investors of SSE-Stock Connect shall be carried out in accordance with the relevant provisions of the Detailed Rules for the Implementation of Online Voting at Shareholders' Meetings of Listed Companies on the Shanghai Stock Exchange and other relevant provisions.

(7) Involving the public solicitation of shareholders' voting rights

Not involved

Matters to be considered by the Conference

The general meeting of shareholders considers the proposals and the types of voting shareholders

1. The time when each proposal has been disclosed and the disclosure media

The above proposals have been deliberated and approved by the eleventh meeting of the fifth board of directors of the company, as detailed in the company's announcement disclosed in China Securities News, Shanghai Securities News, Securities Daily, Securities Times and the website of shanghai stock exchange (www.sse.com.cn) on August 27, 2021.

2. Special Resolution: Motion 1

3. Proposal for separate vote counting for small and medium-sized investors: None

4. Proposals involving the recusal of related shareholders from voting: None

Name of affiliated shareholder who should recuse himself from voting: None

5. Proposals involving preferred shareholders participating in voting: not involved

III. Notes on Voting at Shareholders' Meetings

(1) If the shareholders of the Company exercise their voting rights through the online voting system of the shareholders' general meeting of the Shanghai Stock Exchange, they can either log on to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) to vote, or log on to the Internet voting platform (website: vote.sseinfo.com) to vote. For the first time to log on to the Internet voting platform to vote, investors need to complete shareholder identity verification. For specific operations, please refer to the Internet voting platform website instructions.

(2) Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange, and if they have multiple shareholder accounts, they can use any shareholder account holding the company's shares to participate in the online voting. After voting, it is deemed that all of its shareholders' accounts have voted on the same opinion of the same class of common stock or the same variety of preferred shares.

(3) Where the same voting right is repeatedly voted through the site, the firm's online voting platform or other means, the result of the first vote shall prevail.

(4) Shareholders shall vote on all proposals before submitting them.

4. Participants in the meeting

(1) Shareholders of the Company registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the close of the market on the share registration date have the right to attend the general meeting of shareholders (for details, see the table below), and may appoint a proxy in writing to attend the meeting and participate in voting. The agent does not have to be a shareholder of the company.

(2) Directors, supervisors and senior management of the Company.

(3) Lawyers engaged by the company.

(iv) Other personnel

5. Methods of registration for meetings

(1) Where the legal representative of a legal person shareholder participates in the on-site meeting, he or she shall register with a copy of the business license (with the official seal), the stock account card, and the identity card of the legal representative; if the legal representative entrusts others to participate in the on-site meeting, he shall register with a copy of the business license (with the official seal), the stock account card, the power of attorney of the legal representative, and the ID card of the attendee.

(2) If an individual shareholder participates in the on-site meeting, he or she shall register with his stock account card or his/her id card; if he entrusts an agent to participate in the on-site meeting, he shall register with his/her id card, power of attorney, principal's stock account card, and client's ID card.

(3) Non-local shareholders can register by fax or letter, which must be delivered before 17:00 p.m. on September 10, 2021, and the original must be brought to the meeting.

2. Registration place: Company Securities Department

6. Other matters

1. The on-site meeting lasts for half a day, and the food, accommodation and transportation expenses are at your own expense.

2. Shareholders attending the meeting should arrive at the meeting site half an hour in advance to check in.

3. Contact address: No. 909, Xin'anjiang Road, Yangxi Street, Jiande City

Contact: Hu Jianhong, Pan Jianbo

Tel:[phone]

Email: [email protected]

Annex 1: Power of Attorney

Filing documents

Resolution of the Board of Directors proposing to convene the General Meeting of Shareholders

Power of Attorney

Zhejiang Xinhua Chemical Co., Ltd.:

Mr. (Ms.) is hereby entrusted to represent the Unit (or himself) to attend the Second Extraordinary General Meeting of Shareholders of the Company in 2021 held on September 13, 2021 and to exercise the right to vote on his behalf.

Number of ordinary shares held by the principal:

Number of Preferred Shares Held by the Principal:

Principal Shareholder Account Number:

Principal Signature (Seal): Trustee Signature:

Principal ID Number: Trustee ID Number:

Commission Date: Year Month Day

remark:

The settlor shall choose one of the "agree", "oppose" or "abstain" intentions in the power of attorney and play "√", and the trustee shall have the right to vote according to his own wishes if the principal does not give specific instructions in this power of attorney.