Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Independent opinions on matters related to the ninth meeting of the third board of directors
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association According to the relevant provisions of the company's working system for independent directors, as independent directors of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company"), after reviewing the relevant matters of the ninth meeting of the third board of directors of the company, based on the independent and objective position and in a prudent and responsible attitude, we express the following independent opinions on the relevant proposals of the meeting: 1 Independent opinions on the special report on the deposit and actual use of raised funds in 2021 the company's deposit and use of raised funds in 2021 comply with the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies And other laws and regulations, normative documents and the relevant provisions of the company's measures for the administration of the use of raised funds, made special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with that disclosed by the company, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, There is no illegal use of the raised funds, and all independent directors agree to the proposal. In conclusion, we agree with the special report on the deposit and actual use of raised funds in 2021 issued by the company. 2、 Independent opinions on the 2021 internal control self evaluation report of the company
After reviewing the company's self-evaluation report on internal control in 2021, we believe that the company has established a relatively perfect and effective internal control system. During the reporting period, the company operated in accordance with various systems and regulations, and the internal control system generally met the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange. The internal control evaluation report issued by the company objectively reflects the current construction and actual implementation of the company's internal control system. To sum up, we agree and recognize the self-evaluation report on internal control in 2021 issued by the board of directors of the company. 3、 Independent opinions on the proposal on profit distribution in 2021
The independent directors of the company reviewed the proposal on profit distribution in 2021 and expressed their opinions as follows: 1. Based on the long-term and sustainable development of the company, and based on the comprehensive analysis of the industrial business environment, the company's business conditions, the requirements of domestic and foreign shareholders, social capital costs and regulatory policies, the company fully considered the current and future business development, profit scale Investment capital demand, solvency or capital adequacy of the company and its subsidiaries, balance the relationship between business sustainable development and shareholders' comprehensive return, and formulate the profit distribution plan for 2021;
2. The decision-making procedure and mechanism of the company's profit distribution plan in 2021 are complete, the dividend standard and proportion are clear and clear, in line with the provisions of the articles of association and relevant review procedures, and fully protect the legitimate rights and interests of small and medium-sized investors. There is no obvious unreasonable situation such as arbitrage by major shareholders and the situation that relevant shareholders abuse their rights to improperly intervene in the company's decision-making. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation. In conclusion, we express our independent opinions on the motion. 4、 Independent opinions on the renewal of accounting firm
Lixin Certified Public Accountants (special general partnership) is a professional audit institution with securities qualification. It has the experience and ability to provide audit services for listed companies, can meet the requirements of the company's financial audit and internal control audit, and can independently audit the company's financial situation, In the process of serving as the company's audit institution and carrying out various special audits and financial statement audits, he has scrupulously fulfilled his duties as an audit institution, followed the professional standards of independence, objectivity and impartiality, provided better audit services for the company, and the reports issued can objectively and fairly reflect the company's financial status and operating results. In conclusion, we express our independent opinions on the motion. 5、 Independent opinions on the proposal on changing the registered capital of the company, amending the articles of association and handling industrial and commercial filing
According to the reply on the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) issuing shares to specific objects (zjxk [2022] No. 347) issued by the China Securities Regulatory Commission on February 18, 2022, the company's non-public offering of shares is approved. This non-public offering has been completed, and the actual number of shares issued is 1235039. The company will carry out industrial and commercial filing according to the actual situation. The amendment of the articles of association complies with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the standardized operation of listed companies of Shanghai Stock Exchange, the administrative measures for the registration of securities issuance of listed companies of science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents. In conclusion, we express our independent opinions on the motion.
6、 Independent opinions on the proposal on formulating and revising the company's internal management system
The provisions of relevant laws, regulations and normative documents, such as the Listing Rules of the stock exchange on the science and innovation board, the guidelines for the standardized operation of listed companies on the Shanghai Stock Exchange, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for trial Implementation), and the formulation and revision of relevant system documents by the company are conducive to further improving the corporate governance structure, Better promote the standardized operation of the company. In conclusion, we express our independent opinions on the motion.
7、 Independent opinions on the proposal on the appointment of President
According to the needs of business development and management, the company plans to appoint Mr. Li Jianbo, chairman of the third board of directors of the company, to concurrently serve as the president of the company and be fully responsible for the operation of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the third board of directors.
The senior managers employed this time have the qualifications suitable for the exercise of their functions and powers, do not have the situation that they are not allowed to serve as senior managers of listed companies as stipulated in the company law and the articles of association, and have not been punished by the CSRC and other relevant departments and the stock exchange, There is no case of being placed on file for investigation by the judicial organ due to suspected crime or being placed on file for investigation by the CSRC due to suspected violation of laws and regulations. It is not a person subject to dishonesty. In conclusion, we express our independent opinions on the motion.
8、 Independent opinions on the proposal on dismissal and appointment of senior managers
We have carefully reviewed the proposal on the dismissal and appointment of senior managers and believe that the senior managers employed this time have the qualifications suitable for the exercise of their functions and powers, and there is no situation that they are not allowed to serve as senior managers of listed companies as stipulated in the company law and the articles of Association, Without the punishment of the CSRC and other relevant departments and the punishment of the stock exchange, and without the situation of being placed on file for investigation by the judicial organ for suspected crimes or being placed on file for investigation by the CSRC for suspected violations of laws and regulations, it is not a person subject to dishonesty. In conclusion, we express our independent opinions on the motion.
9、 Independent opinions on the proposal on the extension of some raised investment projects
After review, the postponement of some raised investment projects is a prudent decision made by the company according to the actual situation of project implementation. It does not change the investment content, total investment and implementation subject of raised investment projects, and will not have a substantive impact on the implementation of raised investment projects. This adjustment does not change the investment direction of the raised funds in a disguised form or damage the interests of shareholders, and will not have a significant adverse impact on the normal operation of the company, which is in line with the long-term development plan of the company. In conclusion, we express our independent opinions on the motion.
10、 Independent opinions on the proposal on daily connected transactions of the company in 2022
After review, we believe that the related party transactions expected to occur in 2022 are necessary for the company to carry out daily production and operation. The related transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price, which will not have an adverse impact on the financial status and operating results of the company and is in the interests of the company and all shareholders, The company's main business will not rely on related parties due to the above transactions and will not affect the independence of the company. In conclusion, we express our independent opinions on the motion.
11、 Independent opinions on the proposal on nominating candidates for non independent directors of the third board of directors of the company
After reviewing the personal resume of non independent director candidate Li Yicheng and understanding his work experience, it is found that the qualification of non independent director candidate Li Yicheng meets the relevant provisions of the company law and the articles of association, and is competent for the work of directors. This nomination procedure complies with the relevant provisions of laws, regulations and the articles of association. In conclusion, we express our independent opinions on the motion.
12、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
We have carefully reviewed the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures, and believe that according to the relevant provisions of laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), The directors of the company, after careful self-examination item by item according to the requirements of the relevant qualifications and conditions for the listed company to issue shares to specific objects through summary procedures, believe that the company meets the provisions and requirements of relevant laws, regulations and normative documents on the issuance of shares to specific objects by companies listed on the science and innovation board through summary procedures, There are no circumstances specified in paragraph 2 of Article 32 of the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange. The investment of the raised funds belongs to the field of scientific and technological innovation and has the qualifications and conditions to apply for the issuance of shares. In conclusion, we express our independent opinions on the motion.
13、 Independent opinions on the proposal on the remuneration scheme of the company's directors and senior managers in 2022
We have carefully reviewed the proposal on the remuneration scheme of the company's directors and senior managers in 2022, and believe that the company's adjustment of the remuneration of senior managers is made according to the industry and scale of the company and in combination with the actual operation of the company, which is helpful to mobilize the enthusiasm and creativity of senior managers and does not harm the interests of the company and shareholders, Comply with relevant national laws, regulations and the provisions of the articles of association. In conclusion, we express our independent opinions on the motion.
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independent director:
Wang Zhan, Luo Yunbai, Li Guangyu, March 9, 2022
