Securities code: 002014 securities abbreviation: Huangshan Novel Co.Ltd(002014)
Huangshan Novel Co.Ltd(002014)
Independent directors’ opinions on relevant matters of the 14th meeting of the 7th board of directors of the company
Independent opinion of
1、 Independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as the “company”) in accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf (2003) No. 56) and the notice on regulating the external guarantee of listed companies (zjf [2005] No. 120) of China Securities Regulatory Commission, Carefully and carefully check the capital occupied and external guarantee of the company’s controlling shareholders and other related parties in 2021, and express the following independent opinions:
1. During the reporting period, the capital transactions between the company and the controlling shareholders and other related parties were normal operating capital transactions, and there was no non operating occupation of the company’s funds by the controlling shareholders and other related parties.
2. As of December 31, 2021, the company’s approved guarantee amount has accumulated to 400 million yuan, which are respectively: the proposal on providing guarantee for wholly-owned subsidiaries approved by the 2020 annual general meeting of shareholders held on March 2, 2021 decides to provide a guarantee amount of no more than 300 million yuan for the wholly-owned subsidiary Huangshan Yongxin new materials Co., Ltd; The proposal on providing guarantee for wholly-owned subsidiaries was deliberated and adopted at the 11th (Interim) meeting of the seventh board of directors held on September 15, 2021, and it was decided to provide a guarantee limit of no more than RMB 100 million for the wholly-owned subsidiary Huangshan Novel Co.Ltd(002014) (Huangshan) packaging Co., Ltd.
At the end of the reporting period, the company provided Huangshan Yongxin New Material Co., Ltd. with a deposit certificate pledge guarantee of 150 million yuan, and the actual use amount was 104.0496 million yuan; Provide Huangshan Novel Co.Ltd(002014) (Huangshan) packaging Co., Ltd. with a credit guarantee of 68 million yuan, with an actual use amount of 32.2082 million yuan, and the amount involved in the guarantee does not exceed the scope of approval. In addition, there are no other external guarantees, and there are no external guarantees that occurred in the previous period but continued to the reporting period.
2、 Independent opinions on the company’s profit distribution plan in 2021
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies and the articles of association of the China Securities Regulatory Commission, the independent opinions on the company’s profit distribution plan for 2021 are as follows:
The profit distribution plan for 2021 proposed by the board of directors of the company comprehensively considers the current industry characteristics, enterprise development stage, operation and management, medium and long-term development and other factors. The distribution plan is reasonable and in line with the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC The relevant provisions on cash dividends in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the company are conducive to the stable, sustainable and healthy development of the company, while taking into account the legitimate interests of investors.
Approve the company’s profit distribution plan for 2021 and submit it to the general meeting of shareholders for deliberation.
3、 Independent opinion on internal control evaluation report in 2021
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as “the company”), in accordance with the guidance on the establishment of independent director system in listed companies, the guidelines on internal audit of companies listed on the SME board, the working system of independent directors and other relevant rules and regulations, We hereby express the following opinions on the 2021 internal control evaluation report issued by the board of directors of the company:
The internal control system established by the company generally complies with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, has been well implemented in business activities, and meets the requirements of effective risk control in all major aspects.
The internal control evaluation report of the company in 2021 truly reflects the basic situation of the company’s internal control and is in line with the current situation of the company’s internal control.
4、 Independent opinions on the remuneration of directors and senior executives in 2021
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the working system of independent directors and other relevant rules and regulations The remuneration of senior managers has been carefully verified and it is considered that:
In 2021, the company strictly followed the remuneration of directors and senior managers and relevant incentive and assessment systems. The remuneration scheme of directors and senior managers was reasonable, and the remuneration payment procedures were in line with relevant laws, regulations and the articles of association.
5、 Prior approval opinions on the company’s reappointment of the audit institution in 2022
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as the “company”) in accordance with the relevant regulations of the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the working system of independent directors and other relevant rules and regulations, The company’s opinions on the renewal of the audit institution in 2022 are as follows:
After verification, Rongcheng Certified Public Accountants (special general partnership) has relevant practice certificates and qualifications to engage in Securities and futures related businesses, has sufficient professional competence, investor protection ability and independence, is in good faith, and can meet the requirements of the company’s audit in 2022. The company’s renewed employment of the accounting firm is conducive to ensuring the quality of the company’s annual audit work and protecting the interests of the company and all shareholders. Therefore, we agree to submit the matter to the 14th meeting of the 7th board of directors of the company for deliberation.
6、 Independent opinion on the company’s reappointment of the audit institution in 2022
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the working system of independent directors and other relevant rules and regulations, We hereby express the following opinions on the company’s re employment of the audit institution in 2022:
After verification, Rongcheng Certified Public Accountants (special general partnership) has the qualification of securities industry. In the process of special audit and financial statement audit of the company, it adheres to the principle of independent audit, and the audit report issued for the company objectively and fairly reflects the financial status and operating results of the company, It is agreed to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022.
7、 Independent opinions on purchasing short-term financial products with its own idle funds
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the working system of independent directors and other relevant rules and regulations, We hereby express the following independent opinions on the company’s purchase of short-term financial products with its own idle funds: it is agreed that the company will choose the opportunity to invest in safe and highly liquid short-term financial products with some idle funds on the basis of not affecting the company’s normal operation and investment construction, which is conducive to improving the efficiency of capital use and increasing the company’s investment income, There is no situation that damages the interests of the company and all shareholders (especially minority shareholders).
8、 Prior approval opinions on daily connected transactions in 2022
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and the decision-making system of internal related party transactions issued by the CSRC, We hereby express the following opinions on the daily related party transactions to occur in 2022:
The company submitted the relevant details of the daily related party transactions to be occurred in 2022. After careful verification and based on independent judgment, it is considered that the daily related party transactions to be occurred in 2022 are normal transactions required for the company’s development and daily production and operation, there is no interest of the company and minority shareholders, and there is no violation of relevant national laws and regulations.
It is agreed to submit the relevant proposals on the company’s daily related party transactions in 2022 to the 14th meeting of the seventh board of directors for deliberation.
9、 Independent opinions on daily connected transactions in 2022
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as “the company”), I hereby express the following opinions on the daily related party transactions of the company in 2022 in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock exchange, the articles of association and the decision-making system of internal related party transactions of the China Securities Regulatory Commission:
The daily related party transactions in 2022 have been approved in advance by the independent directors and approved by the 14th meeting of the seventh board of directors of the company, and the related directors withdrew from voting.
The related party transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, and the decision-making procedures are legal and effective; The transaction price is determined according to the market price, and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders.
Independent directors: Yang Jingchao, Chen Jihua, Cui Peng, Lin Zhonggao and Huang Youli February 24, 2002
