Lihuayi Weiyuan Chemical Co.Ltd(600955) independent director
Independent opinions on the seventh meeting of the second board of directors
In accordance with the company law of the people’s Republic of China and other relevant laws and regulations, the Lihuayi Weiyuan Chemical Co.Ltd(600955) articles of Association (hereinafter referred to as the “articles of association”) and the Lihuayi Weiyuan Chemical Co.Ltd(600955) independent director work system, as independent directors of Lihuayi Weiyuan Chemical Co.Ltd(600955) (hereinafter referred to as the “company”), we have carefully reviewed the relevant documents of the board of directors of the company. After careful analysis, in the spirit of seriousness, responsibility and With the attitude of independent judgment, the independent opinions on relevant matters considered at the seventh meeting of the second board of directors are as follows:
1. Independent opinions on the company’s profit distribution plan in 2021
According to the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, the decision on Amending Several Provisions on cash dividends of listed companies (order of China Securities Regulatory Commission [2008] No. 57), the notice on further implementing matters related to cash dividends of listed companies (Zheng Jian Fa [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (announcement [2022] No. 3 of China Securities Regulatory Commission) and in accordance with the standards for the governance of listed companies, the rules for independent directors of listed companies and other relevant laws and regulations and the articles of association, as independent directors of the company, we hereby express our “consent” opinions on the 2021 profit distribution plan as follows:
(1) In this profit distribution plan, based on the total share capital on the date of equity distribution and equity registration, it is proposed to distribute cash dividends of 3.91 yuan for every 10 shares to all shareholders with the profits available for distribution to shareholders, with a total of 21505000000 yuan. The cash dividend level is lower than 30% of the net profit attributable to the shareholders of the listed company in that year, because considering that the company is still in a period of rapid development, the company still has a large demand for funds for project construction, new technology research and development, new market development, etc. For the long-term development of the company, the profit distribution plan of the company is in line with the actual situation of the company, which is conducive to the long-term development of the company. It not only meets the cash dividends and returns to investors, but also ensures the capital needs of the subsequent development of the enterprise. The retained undistributed profits will be mainly used to meet the daily operation needs, support the working capital needs of new project construction, future investment planning and long-term development, and provide a reliable guarantee for the smooth implementation of the company’s medium and long-term development strategy and sustainable and healthy development. We have reviewed according to the specific provisions of the above relevant laws and regulations and the actual situation of the company. We believe that the profit distribution plan complies with the provisions of laws, regulations and the articles of association.
(2) This profit distribution plan is an important decision made based on the company’s current operating conditions, financial conditions, capital needs and the company’s future development, and fully reflects the company’s focus on the return to investors, so that investors can share the company’s operating results.
(3) In conclusion, we agree to this proposal and agree to submit relevant documents of this proposal to the general meeting of shareholders for deliberation.
2. Independent opinions on the prediction of the company’s daily connected transactions in 2022
The company’s daily connected transactions in 2022 are expected to comply with the provisions of the company law, the securities law and other relevant laws and regulations. During the voting process, the connected directors avoided voting. Moreover, the transaction price is determined according to the market fair price, which reflects the principles of openness, fairness and impartiality, maintains the legitimate rights and interests of all shareholders of the company and the independence of the company, and there is no situation that damages the interests of the company and the legitimate rights and interests of all shareholders. We agree with the above-mentioned related party transactions and agree to submit the relevant documents of this proposal to the general meeting of shareholders for deliberation.
3. Independent opinion on the renewal of the company’s audit institution in 2022
The company plans to renew ShineWing Certified Public Accountants (special general partnership) as the audit institution in 2022. We have carefully examined ShineWing Certified Public Accountants (special general partnership). We believe that the firm is an audit institution (accounting firm) in line with the provisions of the securities law, has the experience and ability to provide audit services for the company, and the audit report issued can fairly and truly reflect the financial status and operating results of the company, It can meet the requirements of the company’s financial audit in 2022. The review procedures performed by the company in this renewal of the accounting firm are sufficient and appropriate, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to this proposal and agree to submit relevant documents of this proposal to the general meeting of shareholders for deliberation.
4. Independent opinions on the proposal on the remuneration of independent directors
The company’s adjusted allowance standard for independent directors this time is formulated in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions of the CSRC, in combination with the company’s industry, regional economic development level and the company’s actual operating conditions, which is conducive to mobilizing the work enthusiasm of the company’s independent directors, strengthening the awareness of diligence and responsibility of the independent directors, and promoting the standardized operation of the company, The decision-making procedure complies with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and investors. We agree to this proposal and agree to submit relevant documents of this proposal to the general meeting of shareholders for deliberation.
5. Independent opinions on the 2021 internal control evaluation report of the company
The scope of the company’s internal control evaluation in 2021 covers the main businesses and matters of the company and its important subsidiaries. We reviewed the internal control system and self-evaluation report established by the company in combination with the requirements of relevant laws and regulations. We believe that the company’s internal control system meets the requirements of relevant national laws and regulations, The company has maintained effective internal control related to enterprise business and management in all major aspects. The 2021 internal control evaluation report objectively and truly reflects the establishment, improvement and operation of the company’s internal control system. We agree to this motion.
6. Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
The deposit and use of the company’s annual raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations in the deposit and use of raised funds. The special report on the deposit and use of the company’s raised funds in 2021 prepared by the board of directors of the company complies with the provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) and relevant format guidelines, and truthfully reflects the deposit and actual use of the company’s raised funds in 2021. We agree to this motion.
7. Independent opinions on the company’s use of temporarily idle raised funds and self owned funds for cash management
The company’s use of temporarily idle raised funds and self owned funds for cash management will not affect the normal progress of the investment plan of raised funds, there is no situation of changing the purpose of raised funds in a disguised form, nor will it have a negative impact on the company’s main business. At the same time, it is conducive to improving the use efficiency of idle raised funds and self owned funds and obtaining more investment returns for the company and shareholders, Comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and so on. In conclusion, we agree that the company uses idle raised funds and its own funds for cash management, and agree to submit the matter to the general meeting of shareholders for deliberation.
The relevant proposals and annexes adopted this time have been deliberated and adopted at the seventh meeting of the second board of directors. The convening, convening and voting procedures and methods of the meeting comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association, We agree to the above proposal and agree to submit the relevant documents of the above proposal to the general meeting of shareholders for deliberation.
Independent director: Li Runsheng, Liu Xinghua, Han Lu March 1, 2002
