Zhangjiagang Guangda Special Material Co.Ltd(688186) independent directors’ independent opinions on matters related to the 14th meeting of the second board of directors in accordance with the rules for independent directors of listed companies, the Zhangjiagang Guangda Special Material Co.Ltd(688186) articles of association, the Zhangjiagang Guangda Special Material Co.Ltd(688186) rules of procedure of the board of directors and the Zhangjiagang Guangda Special Material Co.Ltd(688186) independent director system of the China Securities Regulatory Commission, we, as independent directors of the company, express the following independent opinions on matters related to the 14th meeting of the second board of directors:
1、 Proposal on the company’s profit distribution plan for 2021
We believe that the profit distribution plan for 2021 proposed by the company conforms to the actual situation of the company, is conducive to the stable operation and sustainable development of the company, and is conducive to maximizing the interests of the company and all shareholders. Therefore, we agree to the company’s profit distribution plan for 2021.
2、 Proposal on the company and its subsidiaries applying for comprehensive credit line and providing guarantee to banks, leasing companies and other financial institutions in 2022
We believe that the company’s guarantee of no more than RMB 2.2 billion for all subsidiaries within the comprehensive credit line of RMB 6.8 billion is to ensure the sustainable development of production and operation of the company and its subsidiaries in 2022. The company and its subsidiaries are in good operation, the risk is controllable, and there is no damage to the interests of the company and shareholders. The deliberation and voting procedures of this matter comply with the provisions of the company law and the articles of association. Therefore, we agree to the above guarantee.
3、 Proposal on the internal control evaluation report of the company in 2021
We believe that the company has evaluated the effectiveness of the company’s internal control and issued the company’s 2021 internal control evaluation report in accordance with the provisions of the basic norms of enterprise internal control and the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. Through the understanding of the company’s current internal control system and its implementation, we believe that the evaluation report objectively and truly reflects the real situation of the company’s internal system construction and internal control system implementation. The company has continuously improved its internal control system in 2021. The internal control system is complete and effective. All business activities of the company are carried out in strict accordance with relevant systems. All internal controls of the company are strict, sufficient and effective, which are in line with the actual situation of the company, can ensure the normal operation of the company’s operation and management, and all risks in the company’s operation can be effectively controlled. According to the identification standards of internal control defects in financial reports and internal control defects in non-financial reports, the company has no major defects or important defects in internal control, and the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
4、 Proposal on the special report on the deposit and use of the company’s raised funds in 2021
We believe that in 2021, in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the Listing Rules of stocks on the science and Innovation Board of Shanghai Stock Exchange, In accordance with the relevant requirements of the articles of association and the measures for the administration of Zhangjiagang Guangda Special Material Co.Ltd(688186) raised funds, a special account for the raised funds has been established for storage and special use. There is no case of changing the purpose of the raised funds in a disguised manner, storing and using the raised funds in violation of regulations, or damaging the interests of the company and its shareholders, especially small and medium-sized shareholders.
5、 Proposal on the remuneration of senior managers of the company in 2022
We believe that the company’s determination of the remuneration of senior managers in 2022 is based on the industry in which the company is located and the remuneration level of companies of the same size, combined with the actual operation of the company, which is conducive to strengthening the diligence of senior managers, improving the operation efficiency of the company, meeting the needs of the company’s long-term development, and there is no damage to the interests of the company and minority shareholders.
6、 Proposal on the remuneration of directors of the company in 2022
We believe that the company’s remuneration plan for directors in 2022 is formulated in combination with the company’s current executive level and with reference to the remuneration level of Listed Companies in the same industry, which is conducive to give full play to the directors’ work enthusiasm and subjective initiative, meets the needs of the company’s long-term development, and does not damage the interests of the company and minority shareholders. 7、 Proposal on the company’s reappointment of the audit institution in 2022
We believe that Tianjian Certified Public Accountants (special general partnership) is an accounting firm that complies with the provisions of the securities law, has the experience and ability to provide audit services for listed companies, and can meet the work needs of the company’s annual financial report audit and internal control audit in 2022. The review procedures for the renewal of the accounting firm comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the rights and interests of the company and other shareholders, especially small and medium-sized shareholders.
