Aba Chemicals Corporation(300261)
Independent opinions of independent directors on relevant matters
In accordance with the relevant provisions of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the rules for independent directors of listed companies, we, as independent directors of Aba Chemicals Corporation(300261) (hereinafter referred to as “the company”), are responsible to the company and all shareholders, Based on the position of independent judgment, we express the following independent opinions on matters related to the 25th meeting of the Fourth Board of directors:
1、 Independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors and independent directors of the Fifth Board of directors of the company
After verification, we believe that:
1. The term of office of the Fourth Board of directors of the company is about to expire. This general election complies with the relevant provisions of the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the articles of association, The nomination, deliberation and voting procedures of non independent director candidates and independent director candidates on the board of directors are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
2. As candidates for non independent directors, Mr. Cai Tong, Ms. Wang Zhuoying, Mr. Mao Haifeng, Mr. Ma Lifan, Mr. Liu Wei and Mr. Li Hang are not allowed to serve as directors of the company as stipulated in Article 146 of the company law, and are not determined as market prohibited persons by the CSRC and have not been lifted. They are not dishonest Executees, Have the qualification and ability to serve as non independent directors of listed companies.
3. As candidates for independent directors, Mr. Zhang Jun, Mr. Yan Jia and Ms. Rao Yanchao are not allowed to serve as independent directors of listed companies as stipulated in the company law, the guiding opinions on the establishment of independent director system in listed companies and the rules for independent directors of listed companies, and are not determined to be prohibited from entering the market by the CSRC and have not been lifted, It does not belong to the person subject to execution for dishonesty, nor has it been punished and punished by the CSRC and the stock exchange. After reviewing the resumes and documents submitted by the above independent director candidates, we believe that the above independent director candidates meet the requirements of relevant laws and regulations and the articles of Association for the qualification of independent directors of listed companies, have the necessary work experience and qualifications to perform the duties of independent directors, and the above independent director candidates have obtained the qualification certificate of independent directors, Have the qualification and ability to serve as independent directors of listed companies.
To sum up, we agree to the nomination of director candidates for the Fifth Board of directors of the company, and agree to submit the relevant proposals on the general election of the board of directors to the general meeting of shareholders of the company for deliberation. Among them, the qualification and independence of independent director candidates need to be reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection.
2、 Independent opinions on guarantee provided by the company for subsidiaries and mutual guarantee of subsidiaries
The company’s guarantee for subsidiaries and mutual guarantee of subsidiaries meet the actual business needs of the company and subsidiaries, and will not have an adverse impact on the normal operation and business development of the company and subsidiaries. The company’s credit and operating conditions are good, and the guarantee risk is controllable; Shanghai Aba Chemicals Corporation(300261) Co., Ltd., Nantong Aba Chemicals Corporation(300261) Co., Ltd., Jiangsu Jiannong plant protection Co., Ltd., Shanghai Puyi Chemical Technology Co., Ltd., amino Chemcials limited, Henan Erwang new energy and environment Co., Ltd. and YABEN (Shaoxing) Pharmaceutical Co., Ltd. are all subsidiaries of the company. The company has the control right and the guarantee risk is within the scope of effective control, The guarantee provided by the company will not damage the interests of the company and shareholders. Therefore, we agree that the company provides guarantee for subsidiaries and mutual guarantee for subsidiaries.
3、 Proposal on the prediction of daily connected transactions in 2022
According to the audit, the estimated amount of the company’s daily connected transactions in 2022 is based on the normal business operation of the company and meets the actual business needs of the company. The connected transactions follow the principles of objectivity, impartiality and fairness, do not damage the legitimate interests of the company and shareholders, especially the legitimate interests of minority shareholders, and comply with the provisions of relevant laws and regulations. Therefore, we agree to the company’s daily related party transactions in 2022.
(there is no text on this page, which is the signature page of Aba Chemicals Corporation(300261) independent directors’ independent opinions on relevant matters)
Li Yuanxu, ye Jianfang, Xu Dan
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