Ningxia Younglight Chemicals Co.Ltd(000635)
Independent directors’ opinions on the 24th Meeting of the 8th board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system by listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the CSRC, as independent directors of Ningxia Younglight Chemicals Co.Ltd(000635) , we hereby issue special explanations and independent opinions on relevant matters of the company as follows:
1、 Independent opinions on daily connected transactions in 2022
The proposal on the expected daily connected transactions in 2022 has been approved by us in advance, and we agree to submit the matter to the 24th Meeting of the eighth board of directors for deliberation. We reviewed the information disclosure, contract signing and performance of the company’s daily connected transactions in recent years, and listened to the special report of the management. Based on our independent judgment, we express the following opinions on the company’s daily connected transactions in 2022: 1 Related party transactions between the company and related parties are the needs of the company’s daily production and operation, which is conducive to improving the company’s benefits and the company’s operation and development. 2. The price of the company’s connected transactions shall be implemented according to the market price, fair and reasonable, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. 3. When the board of directors of the company deliberated the related party transaction proposal, the voting procedure was legal, and the related directors withdrew, which was in line with the provisions of relevant laws, regulations and the articles of association. In conclusion, we agree to submit the company’s proposal on daily connected transactions in 2022 to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on financial businesses such as deposits and loans associated with national energy group finance Co., Ltd. in 2022
The proposal on the related deposit and loan and other financial businesses with the National Energy Group Finance Co., Ltd. in 2022 has been approved by us in advance, and we agree to submit the matter to the 24th Meeting of the eighth board of directors for deliberation. We consulted the financial service agreement signed between the company and the National Energy Group Finance Co., Ltd., verified the relevant qualifications and operating conditions of the National Energy Group Finance Co., Ltd. and the deposit business between the company and Guodian Finance Co., Ltd., combined with the special instructions of the accounting firm and based on the position of independent judgment, expressed our opinions: 1 As a non bank financial institution, the business scope, business content and process, internal risk control system and other measures of National Energy Group Finance Co., Ltd. are strictly supervised by the regulatory authorities; 2. No major defects are found in the risk management of the National Energy Group Finance Co., Ltd., and no risk problems are found in the related deposit, loan and other financial services between the company and the National Energy Group Finance Co., Ltd; 3. The deposit interest rate of the company in the National Energy Group Finance Co., Ltd. is equal to the benchmark deposit interest rate of commercial banks in the same period, and there is no behavior damaging the interests of minority shareholders. We agree to the proposal on the related deposit and loan and other financial business with national energy group finance Co., Ltd. in 2022, and submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3、 Independent opinions on the appointment of the company’s 2021 annual financial report audit institution
The proposal on the appointment of the company’s 2021 annual financial report audit institution has been approved by us in advance, and we agree to submit the proposal to the 24th Meeting of the eighth board of directors for deliberation. Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as “Daxin”) holds the securities and futures related business license, has the business qualification and professional personnel as the audit institution of listed companies, and can meet the requirements of the company’s financial report audit. The decision-making procedure for the company to appoint Daxin as the auditor of the company’s 2021 financial report complies with the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. We agree to submit the proposal on appointing the auditor of the company’s 2021 annual financial report to the first extraordinary general meeting of shareholders in 2022 for deliberation.
4、 Independent opinions on the appointment of the company’s internal control audit institution in 2021
The proposal on appointing the company’s internal control audit institution in 2021 has been approved by us in advance. We agree to submit the proposal to the 24th Meeting of the eighth board of directors for deliberation. Shanghui accounting firm (special general partnership) (hereinafter referred to as “Shanghui”) holds the securities and futures related business license, has the business qualification and professional personnel as the audit institution of listed companies, and can meet the requirements of the company’s internal control audit. The decision-making procedures of the company’s appointment meeting as the company’s internal control audit institution in 2021 comply with the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. We agree to submit the proposal on the appointment of the company’s internal control audit institution in 2021 to the first extraordinary general meeting of shareholders in 2022 for deliberation.
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(there is no text on this page, which is the signature page of the opinions of independent directors at the 24th Meeting of the Ningxia Younglight Chemicals Co.Ltd(000635) eighth board of directors)
independent director:
Wang Bin, Lu Wanming, Wang Jianjun January 27, 2022
