Ningxia Baofeng Energy Group Co.Ltd(600989) independent director
About the 16th meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the relevant provisions of the rules for independent directors of listed companies issued by the China Securities Regulatory Commission, the “code of conduct and management of independent directors” in the “guidelines for self regulation and supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation” and the “working system of independent directors of the company”, as independent directors of the company, we work with a realistic, serious and responsible attitude, Based on the position of independent judgment, we hereby express the following independent opinions on the relevant matters considered at the 16th meeting of the third board of directors of the company:
1、 Proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
The daily related party transactions of the company are necessary for normal operation. The implementation of the daily related party transactions in 2021 and the daily related party transactions in 2022 are expected to follow the principles of openness, fairness and impartiality, and the transaction price is fair. The procurement, sales and leasing transactions between the company and related parties are continuous businesses in daily production and operation, which is conducive to reducing the production cost of the company, Ensure the stability of the company’s production and operation. During the deliberation of this proposal by the board of directors, the related directors avoided voting in accordance with relevant regulations. The deliberation and voting procedures comply with the provisions of relevant laws, regulations, departmental rules and the articles of association. There is no damage to the rights and interests of the company and minority shareholders. We unanimously agree with the prediction of the above daily related party transactions. 2、 Proposal on the proposed signing of various daily related party transaction agreements between the company and related parties
According to the provisions of the Listing Rules of Shanghai Stock Exchange, the daily related party transactions signed with related parties are reviewed and disclosed every three years. We believe that the company signed the daily related party transaction agreement from 2022 to 2024 with related parties based on the principle of seeking truth from facts and fair price, giving full consideration to reducing the company’s cost and ensuring the stability of the company’s production, When the board of directors of the company deliberated the proposal, the related directors avoided voting in accordance with relevant regulations. The deliberation and voting procedures were in line with relevant laws, regulations, departmental rules and the articles of association, and there was no damage to the rights and interests of the company and minority shareholders. Therefore, we agreed to the proposal.
3、 Proposal on signing project construction entrustment management agreement between the company and related parties
In order to give full play to the company’s rich experience and professional management advantages in project construction, the company signed a project entrustment management agreement with related parties, which can make full use of the company’s professional management advantages in project construction, better realize the resource sharing and synergy between the company and Ningxia Baofeng Yuneng Technology Co., Ltd. and Ningxia Baofeng energy storage materials Co., Ltd., and achieve a win-win situation. The transaction pricing policy reflects the principle of fairness and reasonableness, which is in line with the interests of the company and all shareholders; Related party transactions will not adversely affect the company’s current and future financial status and operating results. Therefore, we unanimously agree to the proposal.
4、 Proposal on the special report on the deposit and use of the company’s raised funds in 2021
We have reviewed the special report on the deposit and use of the company’s raised funds in 2021 and believe that the content of the report truly and objectively reflects the actual situation of 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 Shanghai Stock Exchange on the use and management of raised funds of listed companies, there is no violation of the relevant provisions on the use and management of raised funds, and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree to the proposal.
5、 Proposal on the 2021 internal control evaluation report of the company
According to the basic norms of enterprise internal control and its supporting guidelines and other relevant provisions, we believe that the company has established a relatively perfect internal control system and can be effectively implemented, and the internal control system meets the needs of the company’s operation and management and ensures the orderly development of the company’s business activities, Ensure the full implementation and Realization of the company’s development strategy and business objectives. After carefully reading the 2021 internal control evaluation report issued by the company, communicating with the management and relevant departments and consulting the company’s management system, we believe that the evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system, The company’s internal control system generally meets the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange. We agree with the relevant contents of the company’s 2021 annual internal control evaluation report.
6、 Proposal on the company’s annual profit distribution plan in 2021
The profit distribution plan of the company in 2021 is: Based on 7313816494 shares entitled to this cash dividend after deducting 19543506 repurchased shares from 7333360000 shares of the total share capital of the company, a total of 2047678237 yuan of cash dividend will be distributed.
Since the company donated 300 million yuan in cash to Ningxia Yanbao Charity Foundation in 2021 for public welfare charities and other public welfare activities dominated by donations to students, in order to safeguard the interests of non restricted shareholders, the restricted shareholders of the company intend to make full compensation to non restricted shareholders. After compensation, the shareholders of restricted shares will pay a cash dividend of 0.2648 yuan (including tax) per share, and the non restricted shareholders will pay a cash dividend of 0.3210 yuan (including tax) per share.
The differential dividend scheme proposed by the company to compensate non restricted shareholders with restricted shareholders has safeguarded the interests of non restricted shareholders. This cash dividend will not affect the continuous operation of the company and the future business development of the company. The company’s deliberation procedure for the proposal is legal and effective, which ensures the reasonable return on investment of shareholders, and is reasonable and feasible.
In conclusion, we agree to the company’s profit distribution plan for 2021 and agree to submit it to the general meeting of shareholders for deliberation. 7、 Proposal on the company’s donation to Ningxia Yanbao Charity Foundation
In order to help the development of education in poor areas of Ningxia and actively practice the mission of being a socially responsible enterprise, the company plans to donate 500 million yuan in cash to Ningxia Yanbao charity foundation for public welfare charities and other public welfare activities focusing on donation and education.
This is a related party transaction. Before the board of directors of the company deliberates the proposal, the independent directors have expressed their prior approval opinions. When deliberating the proposal, the related directors Dang Yanbao and Lu Jun avoided voting, and the non related directors have expressed their consent to the proposal. This related party transaction has performed the corresponding necessary legal procedures and complies with the relevant national laws and regulations Regulations and policies and the articles of association do not damage the interests of the company and its shareholders. Therefore, we unanimously agree to the motion.
8、 Proposal on the company’s reappointment of the audit institution in 2022 and payment of audit fees
Certified Public Accountants (Ernst & Young) are qualified to practice independently and perform their duties in accordance with the General Auditing Standards of the partnership, are honest and trustworthy in the process of auditing, and are able to express their professional opinions in accordance with the General Auditing Standards of the partnership. We agree to continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to authorize the management to determine its annual audit fee according to the specific workload and market price level of 2022 audit.
There is no text on this page, which is the signature page of the independent opinions of Ningxia Baofeng Energy Group Co.Ltd(600989) independent directors on matters related to the 16th meeting of the third board of directors)
Signature of independent director:
Liang Longhu:
Guo Ruiqin:
Zhao Enhui:
March 9, 2022
