Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Independent opinions of independent directors on relevant matters of the 7th board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “GEM Listing Rules”) Relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “guidelines for standardized operation of gem”) and relevant provisions of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) articles of Association (hereinafter referred to as “articles of association”), As an independent director of the 7th board of directors of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company”), we express the following independent opinions on the relevant proposals in the 27th meeting of the 7th board of directors and relevant matters in 2021 (hereinafter referred to as “the reporting period”):
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
According to the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), we have carefully understood and verified the occupation of company funds by controlling shareholders and related parties and the external guarantees of the company during the reporting period, and issued independent opinions as follows:
As of December 31, 2021 (hereinafter referred to as “the end of the reporting period”), there was no illegal occupation of the company’s funds by controlling shareholders and other related parties.
In 2019, after the deliberation and approval of the board of directors and the general meeting of shareholders, the company provided joint and several liability guarantee for the joint-stock subsidiary Jiangsu Lianyungang Port Co.Ltd(601008) Jiuyang Environment Technology Co., Ltd. (hereinafter referred to as “Jiuyang environment”) to apply to the bank for a project loan of no more than 122.5 million yuan. By the end of the reporting period, the company had actually provided guarantees for Jiuyang environment, with a cumulative amount of RMB 116.82 million. The above guarantee matters do not harm the interests of the company and shareholders, the guarantee risk is controllable, the guarantee and decision-making procedures are legal and effective, and comply with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the rules for gem listing, the guidelines for the standardized operation of gem, etc, Agree to relevant guarantee matters.
In addition to the above, as of the end of the reporting period, the company has no other external guarantee.
2、 Independent opinions on the proposal on profit distribution plan in 2021
After careful consideration of the proposal on the profit distribution plan for 2021, we believe that the profit distribution plan complies with laws and regulations such as the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) issued by the CSRC The relevant provisions of the normative documents and the articles of association are in line with the actual operation and financial situation of the company, and there is no damage to the interests of the company and minority shareholders.
We unanimously agreed to the proposal on the profit distribution plan for 2021 and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on self evaluation report on internal control in 2021
After careful and responsible review of the company’s self-evaluation report on internal control in 2021 and relevant systems and documents of the company’s internal control, we believe that:
During the reporting period, the company has established a relatively perfect, compliant and effective internal control system, which can be continuously improved and optimized in combination with the company’s own business characteristics and development. The company’s corporate governance, production and operation, information disclosure and major events can be carried out in strict accordance with the provisions of the company’s internal control system, and the possible internal and external risks in each link are reasonably controlled. The self-evaluation report on internal control in 2021 issued by the company truly, objectively and completely reflects the internal control of the company, without major omissions and misleading statements, and without damaging the interests of shareholders of the company.
To sum up, we unanimously agree with the company’s self-evaluation report on internal control in 2021.
4、 Independent opinions on the company’s special report on the storage and use of raised funds in 2021 after consulting the company’s special report on the storage and use of raised funds in 2021 and relevant materials, we believe that the storage and use of raised funds in 2021 comply with the requirements of the CSRC The relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies do not violate the rules on the deposit and use of raised funds, and do not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company truly, accurately and completely reflects the actual deposit and use of raised funds in 2021.
To sum up, we agree with the company’s special report on the deposit and use of raised funds in 2021. 5、 Independent opinions on the proposal on the confirmation of senior managers’ remuneration in 2021 and the remuneration scheme in 2022
As an independent director of the company in accordance with the standards for the governance of listed companies, the articles of association, the working rules of the remuneration and assessment committee of the board of directors and other relevant rules and regulations, We have carefully considered the proposal on the confirmation of the remuneration of senior managers in 2021 and the remuneration scheme in 2022 considered at the 27th meeting of the seventh board of directors of the company. Based on our independent judgment, we hereby express our independent opinions as follows: the deliberation and voting of the proposal by the board of directors are in line with the company law, the GEM Listing Rules Relevant laws, regulations, normative documents such as the guidelines for the standardized operation of gem and the relevant provisions of the articles of association are legal and effective. The remuneration of senior managers in 2021 and the remuneration plan for 2022 proposed by the company are conducive to strengthening the work enthusiasm of senior managers and the long-term development of the company, without damaging the interests of the company and shareholders. We agree to the proposal on the confirmation of senior managers’ remuneration in 2021 and the remuneration scheme in 2022.
6、 Independent opinions on the proposal on the confirmation of directors’ remuneration in 2021 and the remuneration scheme in 2022
As an independent director of the company, we have carefully considered the proposal on the confirmation of the directors’ remuneration in 2021 and the remuneration scheme in 2022 considered at the 27th meeting of the seventh board of directors in accordance with the relevant rules and regulations such as the code for the governance of listed companies, the articles of Association and the working rules of the remuneration and assessment committee of the board of directors, Based on independent judgment, we hereby express our independent opinions as follows:
The deliberation and voting of the board of directors on this proposal comply with the company law, GEM Listing Rules, gem guidelines for standardized operation and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and the procedures are legal and effective.
The remuneration of directors in 2021 and the remuneration plan for 2022 formulated by the company are conducive to strengthening the work enthusiasm of directors and the long-term development of the company, without damaging the interests of the company and shareholders. We agree to the proposal on the confirmation of directors’ remuneration in 2021 and the remuneration scheme in 2022, and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022
Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhonghui”) has the qualification of securities service institution in accordance with the securities law, and can meet the company’s audit requirements in 2022 in terms of independence, professional competence and investor protection. In the 2021 annual audit, Zhonghui fulfilled its duties, followed the professional standards of independence, objectivity and impartiality, had good professional ethics and obligation quality, and had strong professional ability, so it completed the 2021 annual audit of the company. In order to ensure the soundness and continuity of the company’s audit work in 2022, we agree to the proposal on renewing the appointment of Zhonghui 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. The review procedures of the company’s renewed appointment of the audit institution in 2022 comply with relevant laws, regulations, normative documents and the articles of association, and will not damage the interests of the company and minority shareholders.
8、 Independent opinions on the proposal on using some idle raised funds and self owned funds for cash management
After consulting the contents of the proposal on using some idle raised funds and self owned funds for cash management, we believe that the company is in good operation and stable financial condition. On the premise of ensuring the capital demand for the construction of raised investment projects and the normal use plan of raised funds, The company and its subsidiaries use some idle raised funds and self owned funds for cash management, which is conducive to improving the use efficiency of the company’s funds and increasing the company’s income. Comply with relevant laws, regulations and normative documents such as the GEM Listing Rules, the guidelines for the standardized operation of the gem, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the relevant provisions of the articles of association. There is no case of changing the investment direction of the raised funds in a disguised form, nor does it damage the interests of the company and shareholders, especially the interests of small and medium-sized investors.
To sum up, we unanimously agree to the proposal on cash management using some idle raised funds and self owned funds of the company, and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance
After verification, the contents of the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to small amount and rapid financing by the board of directors of the company comply with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange The resolution procedures are legal and effective in accordance with the provisions of the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association. The general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through summary procedures, which is conducive to the sustainable development of the company and does not damage the interests of minority shareholders. Therefore, we agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance, and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects
This time, the company used part of the raised funds to provide loans to its holding subsidiaries at a rate not lower than the benchmark bank loan interest rate in the same period to implement the raised investment project. It is a decision made according to the specific implementation needs of the raised funds investment project and comprehensively considering the actual situation of the company, which is conducive to the smooth implementation of the raised funds investment project and conforms to the use plan of the raised funds, There is no situation that damages the interests of the company and minority shareholders; The contents and decision-making procedures of this proposal comply with the GEM Listing Rules and other relevant laws, regulations and normative documents, as well as the articles of association and the management system for the use of raised funds. Therefore, we agree with the company’s proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects. (the following is the signature page of the opinions of independent directors, with no text)
(there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) the seventh board of directors)
independent director:
LV Wei (signature):
Guo Liwei (signature):
Chen Hong (signature):
February 26, 2022
