Shenzhen Senior Technology Material Co.Ltd(300568) independent director
Independent opinions on matters related to the 20th meeting of the 5th board of directors of the company
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market and other relevant laws, regulations and normative documents, as well as the Shenzhen Senior Technology Material Co.Ltd(300568) articles of association According to the working system of Shenzhen Senior Technology Material Co.Ltd(300568) independent directors and other relevant regulations, as independent directors of Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as “the company”), in a serious and responsible manner, based on the independent, prudent and objective position, we carefully checked the relevant matters of the 20th meeting of the Fifth Board of directors of the company and issued independent opinions as follows:
1、 Special instructions and independent opinions on the occupation of the company’s funds by the controlling shareholders and their related parties and the company’s external guarantee
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 behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, the funds occupied by related parties and external guarantee of the company during the reporting period were verified, Based on our independent judgment, we hereby make a special explanation on the relevant situation and express independent opinions as follows:
1. Occupation of funds of related parties
As of December 31, 2021, the capital transactions between the company and the controlling shareholders and other related parties have strictly complied with the relevant regulations. There is no illegal occupation of the company’s funds by the controlling shareholders and other related parties of the company, and there is no illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021.
In accordance with the requirements of the China Securities Regulatory Commission, we have carefully compared the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56), and believe that the company has seriously implemented the relevant provisions of the notice and has not issued any matters contrary to the notice.
2. External guarantee
(1) The 2020 annual general meeting of shareholders held by the company on May 19, 2021 deliberated and approved the proposal on the company’s provision of guarantee for bank financing of subsidiaries, and agreed that the company would apply for comprehensive credit business from the bank for the holding subsidiary, and the company would provide a guarantee of no more than RMB 2.3 billion in total, including but not limited to joint and several liability guarantee Asset mortgage, etc. The specific guarantee amount is as follows:
Unit: 100 million yuan
Name of guarantor name of guaranteed amount
Hefei Xingyuan new energy materials Co., Ltd
(hereinafter referred to as “Hefei Xingyuan”)
Jiangsu Xingyuan New Material Technology Co., Ltd
(hereinafter referred to as “Jiangsu Xingyuan”)
Shenzhen Shenzhen Senior Technology Material Co.Ltd(300568) Technology Changzhou Xingyuan new energy materials Co., Ltd
Co., Ltd. (hereinafter referred to as “Changzhou Xingyuan”)
Shenzhen Senior Technology Material Co.Ltd(300568) International (Hong Kong) Limited 1
(hereinafter referred to as “Hong Kong Xingyuan”)
Senior Material（Europe）AB 2
(hereinafter referred to as “Eurostar”)
Total 23
Within the guarantee limit of no more than RMB 2.3 billion, the management of the company can allocate the guarantee amount between holding subsidiaries according to the actual operation. The above guarantee limit includes new guarantee and extension or renewal of original guarantee. During the authorization period, the holding subsidiaries of the company can recycle the above guarantee amount.
(2) At the 6th meeting of the 5th board of directors held on April 1, 2021, the company deliberated and approved the proposal on the company providing guarantee for the leased houses of the wholly-owned subsidiary, and agreed that the company would provide guarantee for the wholly-owned subsidiary Eurostar
14.6 million SEK (equivalent to about 10293000 yuan, converted according to the central rate of RMB exchange rate of SEK 1 to RMB 0.7050 yuan in the inter-bank foreign exchange market published by the people’s Bank of China on December 31, 2021), and the guarantee method is joint and several liability guarantee.
(3) The 16th meeting of the 5th board of directors held on November 4, 2021 and the 5th extraordinary general meeting of shareholders held on November 22, 2021 deliberated and approved the proposal on the change of the subject of the company’s equipment purchase contract and the provision of guarantee for subsidiaries, It is agreed that the company will provide irrevocable unlimited joint and several guarantee liability for the holding subsidiary Hefei Xingyuan to perform the agency import contract, with the total guarantee amount not exceeding RMB 120 million. Hefei Xingyuan will provide counter guarantee of the same amount to the company for this guarantee; Agree to provide irrevocable unlimited joint and several guarantee liability for the performance of the agency import contract for Nantong Xingyuan, a wholly-owned subsidiary, with a total guarantee amount of no more than RMB 840 million.
(4) The 16th meeting of the 5th board of directors held on November 4, 2021 and the 5th extraordinary general meeting of shareholders held on November 22, 2021 considered and approved the proposal on the application of comprehensive credit line by Nantong Xingyuan, a wholly-owned subsidiary and the company’s guarantee for Nantong Xingyuan, It is agreed that the company will provide guarantee for Nantong Xingyuan, a wholly-owned subsidiary, with a total amount of no more than RMB 3 billion, including but not limited to joint and several liability guarantee, asset mortgage and other methods. Within the above-mentioned maximum credit and guarantee lines, the actual credit and guarantee lines can be recycled and used within the scope of authorization.
The external guarantee objects of the company are all subsidiaries within the scope of the company’s consolidated statements, and there is no other external guarantee.
As of December 31, 2021, the actual guarantee balance of the company to its subsidiaries totaled 1836947 million yuan, accounting for 43.05% of the audited net assets of the company in 2021. The above guarantees comply with the relevant provisions of the CSRC, and there is no illegal guarantee. The company does not have overdue guarantee, nor does it provide guarantee for shareholders, actual controllers and their related parties. In accordance with the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant provisions, the company has clearly stipulated the approval authority of the board of directors and the general meeting of shareholders on guarantee matters in the articles of Association, and formulated the external guarantee system, It clearly stipulates the approval process of external guarantee business of the company and its holding subsidiaries, standardizes the company’s external guarantee behavior, and effectively controls the company’s external guarantee risk. The notice on regulating the capital transactions of listed companies (CSRC No. [2005] and the articles of association of listed companies) and the regulations on regulating the capital transactions of listed companies (CSRC No. [2005] 56) have been issued, It is believed that the company has implemented the requirements of the articles of association and the above-mentioned relevant provisions and has not harmed the interests of the company and shareholders.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After careful review and communication with the company’s management and relevant departments, we believe that the company’s 2021 internal control self-evaluation report truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system. According to its own business characteristics, the company has established a relatively sound internal control system and has been effectively implemented, which can meet the needs of enterprise operation and management, ensure the orderly development of the company’s business activities, and ensure the full implementation of the company’s strategic planning and business objectives.
3、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the relevant provisions on the management and use of raised funds and damage to the interests of shareholders. The special report of the board of directors on the deposit and use of raised funds in 2021 prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions.
4、 Independent opinions on the company’s 2021 profit distribution and capital reserve conversion plan
The plan for profit distribution and conversion of capital reserve into share capital in 2021 proposed by the board of directors fully considers the development stage of the company and conforms to the actual situation of the company’s operation and development, agrees with the plan for profit distribution and conversion of capital reserve into share capital in 2021 proposed by the board of directors, and agrees to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the guarantee provided by the company for the bank financing of subsidiaries
After review, we believe that the guarantee matters involved in the proposal on providing guarantee for bank financing of subsidiaries deliberated and adopted at the 20th meeting of the Fifth Board of directors of the company are to support the construction and development of subsidiaries. The guarantee object of the company is the company’s subsidiaries. The company has the ability to control its operation and management risks during the guarantee period, and the financial risks are within the company’s control, It will not adversely affect the normal operation and business development of the company, and will not damage the interests of the company and shareholders, especially the interests of minority shareholders. The voting procedure is legal and effective. We agree to the above guarantee matters and agree to submit the above guarantee matters to the 2021 annual general meeting of shareholders for deliberation.
6、 Independent opinions on carrying out foreign exchange hedging business
The relevant decision-making procedures for the company to carry out foreign exchange hedging business comply with the provisions of the articles of association, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and other laws, regulations and normative documents. The company uses foreign exchange hedging tools to reduce exchange rate risks, reduce exchange losses and control operational risks. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. At the same time, the company has formulated the management system of foreign exchange hedging business, and formulated specific operating procedures for the company to engage in foreign exchange hedging business by strengthening internal control and implementing risk prevention measures. The company’s foreign exchange hedging business is feasible and the risk can be controlled. It is agreed that the company shall carry out foreign exchange hedging business in accordance with the provisions of relevant systems.
7、 Independent opinions on the use of some temporarily idle self owned funds for cash management
After verification, we believe that the company’s use of temporarily idle self owned funds for cash management does not exceed 600 million yuan, and the decision-making and deliberation procedures comply with the Shenzhen Stock Exchange gem stock listing rules (revised in 2020) The relevant provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association are conducive to improving the efficiency of capital use and making rational use of some temporarily idle self owned funds for cash management without affecting normal production and operation, Get more returns for the company. It is agreed that the company will use temporarily idle self owned funds of no more than 600 million yuan for cash management. 8、 Independent opinions on the determination of the remuneration of non independent directors and senior managers in 2021 and the remuneration scheme in 2022
After verification, we believe that in 2021, the company strictly implemented the relevant requirements on the remuneration and assessment of directors and senior managers in relevant laws and regulations and the articles of association, and the procedures for performance assessment and salary payment are legal, compliant, reasonable and effective. The company’s procedures for formulating the 2022 salary plan for non independent directors and senior managers are legal and compliant. The plan comprehensively considers the salary level and assessment requirements of directors and senior managers in the same industry, and is reasonable and effective in combination with the actual situation of the company. We unanimously agree with the company’s arrangement for the 2022 salary plan for non independent directors and senior managers, And agreed to submit the remuneration scheme to the 2021 annual general meeting of shareholders of the company for deliberation. (no text below this page)
(there is no text on this page, which is the signature page of Shenzhen Senior Technology Material Co.Ltd(300568) independent directors’ independent opinions on matters related to the 20th meeting of the Fifth Board of directors of the company) signature of independent directors:
Ju Xuecheng, Wang Wenguang, Lin Zhiwei
February 28, 2022
