Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Independent opinions of independent directors on relevant matters
As an independent director of the company, I hereby express the following independent opinions on relevant matters in accordance with the relevant provisions of the rules for independent directors of listed companies, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, the working system of independent directors of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as the “company”), the articles of association and other relevant rules and regulations:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantees of listed companies (zjf [2005] No. 120) issued by the CSRC, we have verified the occupation of funds and external guarantees by the controlling shareholders and other related parties of the company, The following special notes and independent opinions are issued:
1. In 2021, the company strictly complied with the requirements of relevant laws and regulations, and there was no illegal occupation of the company’s funds by controlling shareholders and other related parties, nor by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period.
2. During the reporting period, there was no other external guarantee except mutual guarantee between parent and subsidiary companies within the scope of consolidated statements. At the end of the reporting period, the guarantee balance between the company’s parent and subsidiary companies was 27679503 million yuan, accounting for 144.98% of the company’s audited net assets of 19091541 million yuan attributable to shareholders of listed companies at the end of 2021. No overdue guarantee, no guarantee involving litigation, and no loss due to the judgment of losing the guarantee.
During the reporting period, the above external guarantees of the company belong to the needs of the normal production and operation and rational utilization of funds of the company and its subsidiaries. They have performed the necessary review procedures in strict accordance with the provisions of relevant laws and regulations and the articles of association, fully revealed the risks of external guarantees, and earnestly fulfilled the obligation of information disclosure of external guarantees. The company has established a sound internal control system for external guarantee, and strictly implemented the provisions on external guarantee in relevant laws and regulations and the articles of association of the company, so as to better control the risk of external guarantee, avoid illegal guarantee and ensure the safety of the company’s assets. There is no obvious sign that the company may bear the guarantee liability due to the default of the guaranteed party’s debt.
2、 Independent opinions on 2021 profit distribution plan
The company’s profit distribution plan for 2021 complies with the relevant requirements for profit distribution in the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and the shareholder return plan for the next three years (20192021), The profit distribution plan takes into account the immediate and long-term interests of shareholders, matches the company’s operating performance and future development, conforms to the company’s development plan, and does not damage the interests of shareholders, especially small and medium-sized shareholders.
3、 Independent opinions on the renewal of accounting firm
Notarial Tianye Certified Public Accountants (special general partnership) adhered to the independent audit standards and fulfilled the responsibilities and obligations stipulated by both parties in the process of special audit and financial statement audit of the company. We agree to renew the appointment of notary Tianye Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
4、 Independent opinions on the remuneration of directors, supervisors and senior managers in 2021
In 2021, the company’s directors, supervisors and senior managers worked diligently and standardized, and their remuneration was within a reasonable range, combined with the current actual production and operation conditions of the company and the requirements of various post responsibilities, and in line with the provisions of the company law, the articles of association and other relevant laws and regulations.
5、 Independent opinions on the 2021 internal control evaluation report of the company
After understanding and verification, the company has formulated a set of internal control system that runs through all levels and links of the company’s production and operation, and can be effectively implemented. The 2021 internal control evaluation report of the company truly and objectively reflects the construction and operation of the company’s internal control system.
6、 Independent opinions on the company’s special report on the annual storage and use of raised funds
After verification, we believe that the preparation of the company’s special report on the annual storage and use of raised funds complies with the provisions of relevant laws and regulations, truly and objectively reflects the storage and use of the company’s raised funds in 2021, and the storage and use of the company’s raised funds in 2021 comply with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds by listed companies, there are no violations in the deposit and use of raised funds.
7、 Independent opinions on using some idle self owned funds for cash management
On the premise of not affecting the normal development of the main business and ensuring the demand for working capital and capital safety, the company uses some idle self owned funds to purchase financial products, which is conducive to improving the efficiency of capital use and increasing the company’s income, and there is no damage to the interests of the company and shareholders; The deliberation and decision-making procedures for the purchase of financial products with idle self owned funds comply with the provisions of relevant laws and regulations. We agree that the company will use idle self owned funds of no more than RMB 100 million (or equivalent foreign currency) to purchase financial products.
(no text below)
(there is no text on this page, which is the signature page of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) independent directors’ independent opinions on relevant matters)
Jiang Pingping, Zhu Heping, Liu Bin
February 25, 2022
