Cngr Advanced Material Co.Ltd(300919) independent director
The independent opinions on relevant matters of the 27th meeting of the first board of directors are in accordance with 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 GEM listed companies and other laws, regulations and normative documents, as well as the articles of association As an independent director of Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”), based on the position and attitude of seeking truth from facts and independent judgment, we have verified the relevant matters of the 27th meeting of the first board of directors of the company, and now express our independent opinions as follows:
1、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
After verification, we believe that 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, comply with the company’s special management system for raised funds and other relevant provisions, and there is no illegal deposit and use of raised funds. The company has conscientiously fulfilled its obligation of information disclosure, and the disclosed information about the use of raised funds is true, accurate and complete.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
After verification, we believe that the key activities of the company’s internal control are carried out in accordance with the provisions of the company’s internal control systems, which ensures the normal operation and management of the company, conforms to the actual situation of the company, is reasonable and effective, and the company’s self-evaluation report on internal control in 2021 is comprehensive, objective It truly reflects the actual situation of the construction and operation of the company’s internal control system.
3、 Independent opinions on the capital occupied by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, we have carefully understood and verified the occupation of funds and external guarantees by controlling shareholders and related parties during the reporting period of the company, and issued the following independent opinions:
1. During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties.
2. During the reporting period, the company conscientiously implemented the relevant provisions, and there was no violation of external guarantee from previous years to December 31, 2021; The guarantee system and other relevant legal procedures of the company have been performed during the reporting period.
After verification, we believe that: during the reporting period, the company did not have any shares occupied or used by controlling shareholders and other related parties
Occupying the company’s funds in disguised form by other means.
4、 Independent opinions on the company’s profit distribution plan in 2021
The undistributed profit of the parent company at the beginning of the year plus the statutory profit of the company at the end of the year is RMB 1308960140, and the undistributed profit of the parent company at the end of the year is RMB 305698440, which is attributable to the international accounting firm.
The company plans to take the total share capital of 605673053 shares as the base as of December 31, 2021, and pay out 1.68 yuan (including tax) for every 10 shares, without conversion or share bonus.
After verification, we believe that the company’s profit distribution plan for 2021 is made in combination with the company’s current business environment, future development strategy and capital needs, which is in line with the company’s business situation this year, is conducive to the company’s long-term development and protect the long-term interests of investors, and does not damage the interests of the company’s shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the company’s profit distribution plan for 2021.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 Independent opinion on the reappointment of the audit institution in 2022
After verification, we believe that Tianzhi International Certified Public Accountants (special general partnership) has the ability and professional qualification to provide annual audit for listed companies, and can meet the company’s requirements for audit institutions in terms of independence, professional competence and investor protection. Tianzhi International Certified Public Accountants (special general partnership) issued independent audit opinions diligently, dutifully, fairly and reasonably during its tenure as the company’s audit institution in 2021. The decision-making procedure for the renewal of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 is legal and effective. Therefore, we unanimously agree that Tianzhi International Certified Public Accountants (special general partnership) is the audit institution of the company in 2022.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 Independent opinions on the remuneration scheme of directors and senior managers of the company in 2022
After verification, we believe that the company’s compensation plan for directors and senior managers in 2022 fully takes into account the actual operation of the company, the salary level and job contribution of industries and regions, which can fully mobilize the work enthusiasm of directors and senior managers and promote the long-term sustainable development of the company.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
7、 Independent opinions on the company’s hedging plan in 2022
After verification, we believe that the procedures of the company’s deliberation on this matter comply with relevant national laws, regulations, the articles of association and other relevant provisions. The hedging business of the company and its subsidiaries follows the principle of prudence and does not carry out transactions for the purpose of speculation. All hedging businesses are based on normal production and operation, rely on specific business operations, and aim to avoid and prevent exchange rate risks. There is no situation that damages the interests of shareholders, especially small and medium-sized shareholders. At the same time, the company has formulated the management system of commodity futures hedging business and the management system of foreign exchange hedging business, improved the relevant business approval process, determined reasonable accounting principles and controllable risks.
Therefore, we agree that the company and its subsidiaries carry out hedging business in accordance with the provisions of relevant systems.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
8、 Independent opinions on the provision for asset impairment
After verification, we believe that the company’s provision for asset impairment in 2021 has fulfilled the corresponding approval procedures, in line with the provisions of the accounting standards for business enterprises and the relevant accounting policies of the company, and in line with the actual situation of the company. After the provision for asset impairment is made this time, the company’s financial statements can more fairly reflect the company’s financial situation and help to provide investors with more true and accurate accounting information, without damaging the interests of the company and all shareholders, especially minority shareholders.
Therefore, we unanimously agree that the company will withdraw the provision for asset impairment this time.
9、 Independent opinions on using some idle raised funds for cash management
After verification, we believe that the company’s use of idle raised funds for cash management does not exceed 150 million yuan, which can be used on a rolling basis within 12 months from the date of deliberation and approval by the board of directors. The content and deliberation procedures of the proposal comply with the relevant provisions of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, which is conducive to improving the efficiency of the use of raised funds, Obtain a certain capital return, and there is no situation that damages the interests of all shareholders.
Therefore, we agree that the company will use idle raised funds of no more than 150 million yuan for cash management.
10、 Independent opinions on the company’s daily related party transactions in 2022
According to the expected related party transactions in 2022, the company submitted the proposal on the company’s daily related party transactions plan in 2022 to the 27th meeting of the first board of directors of the company. As an independent director of the company, we verified the relevant data of the company’s daily related party transactions plan in 2022 before the meeting.
After verification, we believe that this daily connected transaction is based on the needs of the company’s normal business, based on the principles of fairness and rationality, and based on market pricing. There is no situation that damages the interests of the company and shareholders, especially non connected shareholders and minority shareholders. This transaction will not affect the independence of the listed company, and the company’s main business will not rely on related parties. In the voting process of the board of directors, related directors avoid voting, and the decision-making procedure is legal and effective. Therefore, we unanimously agree on the related party transaction.
The matter shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
(there is no text below, which is the signature page of the independent directors’ independent opinions on matters related to the 27th meeting of the first board of directors)
(there is no text on this page, which is the signature page of the independent directors’ independent opinions on matters related to the 27th meeting of the first board of directors)
Signature of independent director:
Cao Yue
Li Wei
Liu Fangyang
Cngr Advanced Material Co.Ltd(300919) board of directors March 14, 2022
