Wuxi Dk Electronic Materials Co.Ltd(300842) independent director
Independent opinions on matters related to the eighth meeting of the second board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, 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. 2 – standardized operation of companies listed on GEM and the Wuxi Dk Electronic Materials Co.Ltd(300842) articles of Association (hereinafter referred to as the “articles of association”) According to relevant regulations such as Wuxi Dk Electronic Materials Co.Ltd(300842) independent director system, as independent directors of Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”), after consulting relevant materials and understanding relevant information provided by the company and based on independent judgment, we are responsible for the company, all shareholders and investors, Adhering to the principle of seeking truth from facts, the independent opinions are as follows:
1、 Independent opinions on the proposal on the company’s profit distribution plan in 2021
In view of the fact that the company is in the period of major asset restructuring and relevant work is in progress, in order to fully ensure the smooth implementation of the company’s major asset restructuring projects and the company’s business stability, alleviate the possible cash pressure of the company’s future production energy growth and extensive development, and safeguard the long-term interests of all shareholders from the perspective of the company’s long-term development, According to the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, we believe that the company’s plan for no profit distribution in 2021 is in line with the provisions of the articles of association, takes full account of the actual situation, strategic planning and development expectations of the company, and is in line with the long-term interests of all shareholders of the company, There is no situation that damages the interests of minority shareholders. The decision-making procedure of this matter complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal on the company’s profit distribution plan in 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 After verification of the independent opinions on the special report on the deposit and actual use of raised funds in 2021, we believe that the content of the special report on the deposit and actual 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. In 2021, the management and use of the company’s raised funds complied with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use and management of raised funds of listed companies, and there was no violation of the relevant provisions on the management and use of raised funds and damage to the interests of shareholders.
3、 Independent opinions on the capital occupation of the company’s controlling shareholders and other related parties in 2021 and the company’s external guarantee
After verification, we believe that during the reporting period, the company strictly complied with the relevant provisions of national laws, regulations, rules and regulations, and there was no illegal occupation of the company’s funds by the controlling shareholders and other related parties, nor the occupation of the company’s funds by the controlling shareholders and other related parties in previous years and continued to the reporting period. No damage to shareholders’ rights and interests, especially the rights and interests of minority shareholders, has been found.
During the reporting period, the company did not provide guarantees for the company’s controlling shareholders, other related parties and natural persons, and there was no violation of guarantees, and there was no damage to the interests of the company’s shareholders and minority shareholders. 4、 Independent opinions on the proposal on the company’s self evaluation report on internal control in 2021
After carefully reading the company’s self-evaluation report on internal control in 2021, communicating with the company’s management and relevant departments, and consulting the company’s management system, we believe that the company has established a relatively sound internal control standard system, the current internal control system and control system in accordance with the requirements of relevant laws and regulations, Be able to adapt to the actual needs of the company’s current production and operation, and effectively control the internal and external risks that may exist in the company’s corporate governance, information disclosure, daily operation and other activities; The company’s self-evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system.
5、 Independent opinions on the remuneration and allowance scheme of directors and the remuneration scheme of senior managers in 2022
After careful consideration, we believe that the company’s 2022 director’s salary and allowance plan and senior management’s salary plan are formulated by comprehensively considering the actual operation situation of the company, according to their specific management positions in the company and with reference to the development level of regions and industries, which is conducive to mobilizing the work enthusiasm of the company’s directors and senior managers and improving the company’s operation and management level, It is conducive to the stable operation and development of the company. The decision-making procedures and determination basis of this matter comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation damaging the interests of the company and shareholders, which is conducive to the long-term development of the company. We unanimously agree on the remuneration plan of the company’s directors and senior managers in 2022. As a related director, we abstain from voting on the remuneration plan of the directors in 2022 and agree to submit the remuneration of the directors to the company’s 2021 annual general meeting for deliberation.
6、 Independent opinions on the proposal on renewing the appointment of accounting firms in 2022
Zhongtianyun Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies. During the period of serving as the company’s audit institution in 2021, it diligently performed its audit responsibilities, and the audit report issued objectively and truly reflected the company’s financial status and operating results. The independence, professional competence and investor protection ability of zhongtianyun Certified Public Accountants (special general partnership) meet the audit requirements of listed companies. This renewal is conducive to ensuring the quality of the company’s audit work and protecting the legitimate rights and interests of all shareholders, especially the interests of minority shareholders. The review procedures of the company’s re employment of audit institutions comply with the relevant provisions of laws, regulations and the articles of association. We agree to renew the appointment of zhongtianyun Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
7、 Independent opinions on the proposal on the company’s application for comprehensive credit line and acceptance of guarantees and related party transactions from related parties
After verification, we believe that the company’s application for comprehensive credit line to financial institutions within the validity period of the credit line is mainly to meet the capital needs of the company’s production and operation and strategy implementation, in line with the actual situation of the company’s business development, and is conducive to improving the efficiency of the company’s decision-making and implementation; Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide guarantee for the company’s credit business according to the actual needs of financial institutions, and exempt the company from paying guarantee fees to them, and there is no need for the company to provide counter guarantee, which is conducive to supporting the company’s business development; It will not adversely affect the current and future financial status and operating results of the company, damage the interests of the company and other shareholders, especially minority shareholders, affect the independence of the company, and violate relevant laws and regulations. The related directors of this meeting have avoided voting according to law, and the relevant decision-making approval procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association. Therefore, we agree with the company’s proposal on the company’s application for comprehensive credit line and acceptance of guarantees and related party transactions from related parties, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Yu Lixin, Tang Jianrong, Qin Shu March 8, 2022
