Independent director of satellite Chemical Co., Ltd
Independent opinions on relevant matters of the 13th meeting of the 4th board of directors are 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 stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board As independent directors of the company, we are the independent directors of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association of satellite Chemical Co., Ltd. (hereinafter referred to as the articles of association), the working system of independent directors of satellite Chemical Co., Ltd., the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) and other relevant laws, regulations and rules, After carefully reviewing the relevant documents of the 13th meeting of the 4th board of directors of the company, listening to relevant explanations, and based on independent, objective and impartial judgment, the independent opinions are as follows:
1、 Independent opinion on 2021 annual report and summary
After careful examination, we believe that there are no false records, misleading statements or major omissions in the information contained in the 2021 annual report and summary of the company, and we shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
2、 Special instructions and independent opinions on the funds occupied by controlling shareholders and related parties and the accumulated and current external guarantees
In accordance with the provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, as an independent director of the company, he has carefully and responsibly verified and implemented the external guarantees of the company. The relevant explanations and independent opinions are as follows:
1. On October 1, 2021, Ma tujun, the general manager of the company’s subsidiary Zhejiang Satellite Petrochemical Co.Ltd(002648) America Co., Ltd. (the direct family member of the company’s director Yang Yuying and the company’s affiliated natural person) borrowed US $2351700 from the company for overseas house purchase. The company has recovered the above funds in December 2021 and March 2022 respectively. Tianjian Certified Public Accountants (special general partnership) issued the special audit statement on the occupation of non operating funds and other related capital transactions (tianjianshen [2022] No. 1120). In addition to the above circumstances, the funds between the company and related parties during the reporting period were normal operating capital transactions, and there was no non operating occupation of the company’s funds by controlling shareholders and other related parties.
2. The company does not provide guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any unincorporated units or individuals.
3. During the reporting period, the company has well implemented the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies. As of December 31, 2021, the company has no overdue external guarantee and no guarantee liability due to the default of the guaranteed party’s debt.
4. The 13th meeting of the 4th board of directors of the company deliberated and approved the proposal on the external guarantee amount of the company in 2022 and the proposal on the external guarantee amount of subsidiaries in 2022. After careful review, we believe that in order to meet the needs of production, operation and business development, the company and its subsidiaries intend to provide guarantee for the financing or other performance obligations of subsidiaries, The object of this external guarantee is the subsidiaries within the scope of the company’s consolidated statements. There is no other external guarantee and the risk is controllable. Meanwhile, the chairman of the company is authorized to handle specific signing matters within the guarantee limit. The above external guarantee matters comply with relevant regulations, and their decision-making procedures are legal and effective, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders. We unanimously agree on the external guarantee amount of the company and its subsidiaries in 2022, and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the remuneration of directors and senior managers in 2021
After careful review, we believe that the remuneration, assessment and incentive of the company’s directors and senior managers in 2021 are implemented in accordance with relevant regulations, and the salary distribution procedures comply with relevant laws, regulations and the articles of association.
4、 Independent opinions on 2021 profit distribution and capital reserve conversion plan
After careful review, we believe that the company’s 2021 profit distribution and capital reserve to share capital plan is based on the company’s long-term and stable operating capacity and good expectations for the company’s future development. On the premise of ensuring the company’s normal operation and long-term development, it pays dividends, takes into account the immediate and long-term interests of the majority of shareholders, and follows the principle of all shareholders sharing the company’s development achievements, Matching with the company’s business performance and future development, in line with the interests of the company and the majority of investors, especially small and medium-sized investors; Comply with relevant laws and regulations and the provisions of the articles of association, which is conducive to the sustainable, stable and healthy development of the company. We unanimously agree to the company’s 2021 profit distribution and capital reserve conversion plan, and agree to submit it to the company’s general meeting for deliberation.
5、 Independent opinion on self-evaluation report of internal control in 2021
After careful review, we believe that the existing internal control system of the company meets the requirements of national laws and regulations, meets the actual needs of the current production and operation of the company, and plays a better control and prevention role in all processes and key links of the company’s production and operation management. The internal control evaluation of the company in 2021 is true and objective, reflecting the construction and operation of the company’s internal control system in all major aspects.
6、 Independent opinions on carrying out commodity derivatives hedging transactions in 2022
After careful review, we believe that the company’s proposed commodity derivatives transaction is a derivative hedging transaction that only invests in commodity futures and paper products of raw materials and products required by the company’s production and operation. The company has established the commodity derivatives trading management system, which can effectively regulate the trading behavior of commodity derivatives and control the trading risk of commodity derivatives. The transaction is based on the specific business, takes hedging as the means, and aims to lock in the cost or selling price. Its decision-making procedure is legal and effective, and does not harm the interests of the company and its shareholders, especially the minority shareholders. We unanimously agree that the company and its subsidiaries will carry out commodity derivatives hedging transactions in 2022, with a deposit of no more than 200 million yuan (including this amount), which will be recycled within this limit, and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on carrying out foreign exchange hedging business in 2022
After careful review, we believe that it is necessary for the company and its subsidiaries to carry out foreign exchange hedging business based on specific business, by means of hedging, for the purpose of avoiding and preventing the risk of exchange rate fluctuation, and for the purpose of protecting normal operating profits; The company has formulated the management system of foreign exchange hedging business and improved relevant internal control processes, and the targeted risk control measures taken are feasible and effective; At the same time, the margin of foreign exchange hedging business carried out by the company and its subsidiaries will use its own funds, not involving raised funds.
The foreign exchange hedging business carried out by the company and its subsidiaries complies with relevant regulations, and its decision-making procedures are legal and effective, without harming the interests of the company and its shareholders, especially minority shareholders. We unanimously agree that the company will carry out foreign exchange hedging business in 2022, with an investment of no more than RMB 5 billion (including this amount), which will be recycled within this limit, and agree to submit it to the general meeting of shareholders for deliberation.
8、 Verification and independent opinions on connected transactions
In accordance with the guidance on the establishment of independent director system in listed companies, the guidance on the behavior of directors of Listed Companies in Shenzhen Stock Exchange and other relevant rules and regulations, as an independent director of the company, he has carefully and responsibly verified and implemented the related party transactions of the company. The relevant explanations and independent opinions are as follows:
1. The related party transactions of the company in 2021 followed the principles of fairness, openness, impartiality and compensation for equal value. The related parties enjoyed their rights and fulfilled their obligations in accordance with the provisions of the contract, and there was no transfer of interests through related party transactions. The daily related party transactions occurred due to the needs of the company’s normal production and operation. The related party transactions determined the transaction amount fairly and reasonably according to the market price, did not harm the interests of the company and minority shareholders, and did not have a negative impact on the company’s future financial status, operating results and independence.
2. The 13th meeting of the 4th board of directors of the company deliberated and approved the proposal on the prediction of daily connected transactions in 2022. After careful review, we believe that the prediction of daily connected transactions in 2022 of the company meets the relevant requirements of laws, regulations and the articles of association. When the board of directors considered the matter, the connected directors avoided voting, and their decision-making procedures are legal and effective. Both parties to the transaction followed the principles of openness, fairness and impartiality, and the transaction price followed the market-oriented pricing, which did not harm the interests of the company and its shareholders, especially the minority shareholders. We unanimously agreed on the company’s daily related party transactions in 2022.
9、 Independent opinions on using idle self owned funds for cash management
After careful review, we believe that under the condition of ensuring the capital demand for daily operation and effectively controlling investment risks, we unanimously agree that the company and its subsidiaries use idle self owned funds of no more than RMB 2 billion (including this amount) to buy banks with high security and good liquidity Cash management products issued by financial institutions such as securities companies or trust companies (including but not limited to certificates of deposit, structured deposits, agreement deposits and financial products, etc.) can be used circularly and continuously within the validity period of the above quota and resolution within 12 months from the date of deliberation and approval by the board of directors of the company, which is conducive to improving the use efficiency of idle self owned funds of the company and its subsidiaries and increasing the income of cash assets, Maximize the interests of shareholders.
10、 Independent opinions on the renewal of accounting firm
After careful examination, we believe that Tianjian Certified Public Accountants (special general partnership) has the qualification of securities practice, adheres to the principle of independent audit in the process of practice, diligently performs relevant responsibilities and obligations, objectively and fairly reflects the company’s financial situation and operating results, and has sufficient independence, professional competence and investor protection ability, The continued employment of Tianjian Certified Public Accountants (special general partnership) is conducive to ensuring the continuity and quality of the company’s audit work and protecting the interests of listed companies and shareholders of the company, especially small and medium-sized shareholders. We unanimously agree to continue to employ Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 and agree to submit it to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the achievement of unlocking conditions of the company’s restricted stock incentive plan in 2021 and the repurchase and cancellation of some restricted shares
After careful review, we believe that:
1. The company complies with the implementation of the equity incentive plan stipulated in the administrative measures for equity incentive of listed companies, the company’s 2021 restricted stock incentive plan (Draft) and other relevant laws, administrative regulations, departmental rules and normative documents, and has the subject qualification to implement the equity incentive plan; The company has reached the specified performance appraisal objectives in 2021, and there is no unlocking specified in the company’s restricted stock incentive plan in 2021. Some 87 incentive objects granted by the company for the first time meet the conditions for the implementation of equity incentive plan stipulated in the administrative measures for equity incentive of listed companies and other relevant laws and regulations, and their subject qualification is legal and effective; The performance appraisal in 2021 is “qualified” or above, and there is no situation that the company shall not become the incentive object or lift the Restricted Shares specified in the company’s restricted stock incentive plan in 2021. The unlocking conditions of the first unlocking period set by the first grant of the company’s restricted stock incentive plan in 2021 have been fully achieved. This unlocking does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. We agree that the company will handle the unlocking of restricted shares.
2. The company’s repurchase and cancellation of restricted shares comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies, the company’s 2021 restricted stock incentive plan (Draft) and other relevant matters related to the equity incentive plan. The review procedure is legal and compliant, does not damage the rights and interests of the company and all shareholders, and will not have a substantive impact on the company’s financial status and operating results. We unanimously agree to repurchase and cancel the restricted shares that have been granted but have not been lifted.
12、 Independent opinions on matters related to the revision of the company’s shareholder return plan for the next three years (20222024)
The shareholder return plan for the next three years (20222024) formulated by the company not only attaches importance to the reasonable investment return to investors, but also takes into account the sustainable development of the company, which is in line with the interests of listed companies and all shareholders. Therefore, we agree to revise the company’s shareholder return plan for the next three years (20222024) and submit relevant proposals to the company’s general meeting of shareholders for deliberation.
Independent directors: Gao Changyou, pan Yushuang, Fei Jinhong March 18, 2002
