Jiangsu Azure Corporation(002245)
Independent opinions of independent directors on relevant matters
1、 Independent opinions on the prediction of daily connected transactions in 2022
As an independent director of Jiangsu Azure Corporation(002245) company, after checking the relevant materials, implementation and decision-making procedures submitted by the company, according to the relevant provisions of the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and the working system of independent directors of CSRC, We hereby express the following opinions on the expected related matters of daily connected transactions in 2022 considered at the 25th meeting of the Fifth Board of directors:
The related party transactions of the company strictly follow the market transaction principle of “openness, fairness and impartiality”, and there is no situation that damages the interests of listed companies and shareholders.
The total amount of related party transactions of the company in 2021 accounts for a relatively small proportion of the company’s operating revenue, which will not affect the independence of the company and cause the company’s dependence on related parties. The transaction complies with the principles of openness, fairness and impartiality and does not harm the interests of the company and the majority of shareholders.
The estimated amount of daily connected transactions in 2022 is based on the needs of the company’s business development, production and operation, and the transaction pricing follows the principles of objectivity, fairness and fairness. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and there is no business dependence on connected parties due to connected transactions. When the board of directors of the company considers the above connected transactions, the connected directors withdraw from voting. The decision-making procedures of the above connected transactions comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective. We agree to the matter and agree to submit it to the general meeting of shareholders for deliberation.
2、 Independent opinion on self-evaluation report of internal control in 2021
In accordance with the rules for independent directors of listed companies issued by China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the working system of independent directors and other relevant rules and regulations, as Jiangsu Azure Corporation(002245) independent directors, I hereby express the following opinions on the self-evaluation report of the board of directors on the company’s internal control in 2021:
After verification, the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Independent opinions on the company’s profit distribution plan in 2021
As an independent director of Jiangsu Azure Corporation(002245) company, I hereby express the following opinions on the company’s profit distribution plan in 2020 in accordance with the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the articles of association and other relevant rules and regulations of the CSRC:
Audited by Tianjian certified public accountants, the net profit of the owner of the parent company in 2021 was 53086264856 yuan; According to the company law and the articles of association, the statutory surplus reserve of 5308626486 yuan is withdrawn according to 10% of the net profit of 2021. The distributable profit in 2021 is 47777638370 yuan. Combined with the retained undistributed profit of 66098360215 yuan in previous years, the total distributable profit in this year is 113875998585 yuan.
The company plans to distribute a cash dividend of RMB 0.70 (including tax) for every 10 shares to all shareholders based on the total share capital on the equity registration date of the profit distribution announcement in 2021, with a total distribution of RMB 7250750682, and the remaining undistributed profits are carried forward to the next year. No bonus shares will be given this year, and no provident fund will be converted into share capital.
We believe that the board of directors has fully discussed the rationality of the profit distribution plan and fully listened to the opinions of independent directors. The profit distribution plan of the company this year is all cash dividends, and the dividend proportion meets the provisions of relevant laws and regulations and the profit distribution policy requirements of the articles of Association. The profit distribution plan has legitimacy, compliance and rationality.
4、 Independent opinion on the company’s reappointment of the audit institution in 2022
Tianjian Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses, and has good professional competence, investor protection ability, professional quality and integrity. In the process of acting as the company’s audit institution, he strictly abides by relevant national laws and regulations, adheres to the principle of independent audit, objectively and fairly reflects the company’s financial situation, earnestly performs the responsibilities of the audit institution, and has sufficient independence, professional ability and investor protection ability, which is conducive to protecting the interests of the company’s shareholders, especially small and medium-sized shareholders. We agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinion on senior management compensation
In accordance with the relevant national regulations and the requirements of the articles of association, as the independent director of Jiangsu Azure Corporation(002245) and after careful review, we express our independent opinions on the remuneration of senior managers at the 25th meeting of the Fifth Board of directors as follows:
Agree to the remuneration of the company’s senior managers. The remuneration scheme of the company’s senior managers is formulated according to the remuneration level of the company’s industry and region and in combination with the company’s actual operation, which is in line with the company’s sustainable development strategy. The remuneration scheme complies with relevant national laws and regulations and the articles of association, rules and regulations, which is conducive to mobilizing the enthusiasm of senior managers and the long-term development of the company.
6、 Issue special instructions and independent opinions on the accumulated and current external guarantees and the funds occupied by related parties
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of the company and the relevant provisions of the articles of association of the company, as an independent director of Jiangsu Azure Corporation(002245) (hereinafter referred to as the “company”), in accordance with the principle of seeking truth from facts, As of December 31, 2021, the company’s controlling shareholders and other related parties have carefully checked the occupation of funds and the external guarantee of the company in accordance with relevant regulations. Based on the position of objective and independent judgment, the following special instructions and independent opinions are made on the relevant situation:
(I) capital transactions of related parties
The capital transactions between the company and the controlling shareholders and other related parties can strictly comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and there is no non operational occupation of the company’s funds by the controlling shareholders and other related parties. The related party transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, and the decision-making procedures are legal and effective; The transaction price is determined according to the market price, and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders. During the reporting period, the company had no abnormal daily related party transactions.
There is no non operating occupation of the company’s funds by controlling shareholders and other related parties.
(II) external guarantee of the company
Authorized by the relevant resolutions of the 2020 annual general meeting of shareholders held on March 4, 2021, the company agreed to guarantee the amount of subsidiaries not exceeding RMB 600 million. At the end of the reporting period, the actual guarantee balance of the company was 274.9 million yuan.
Authorized by the relevant resolutions of the 2020 annual general meeting of shareholders held on March 4, 2021, the company agreed to provide guarantee for the bank financing business of the subsidiary Jiangsu Aoyang Shunchang integrated circuit Co., Ltd., with the guarantee amount not exceeding RMB 200 million. At the end of the reporting period, the actual guarantee balance of the company was 20 million yuan.
Authorized by the relevant resolutions of the 2020 annual general meeting of shareholders and the fifth extraordinary general meeting of shareholders held on March 4, 2021 and October 25, 2021, the company agreed to provide guarantee for the bank financing business of its subsidiary Jiangsu Tianpeng power supply Co., Ltd. (including its holding subsidiary), with a total guarantee amount of no more than RMB 1.3 billion. At the end of the reporting period, the actual guarantee balance of the company was 917529 million yuan.
Authorized by the relevant resolutions of the 2020 annual general meeting of shareholders held on March 4, 2021, the company agreed to provide guarantee for the bank financing business of its subsidiary Jiangsu Aoyang Shunchang Technology Materials Co., Ltd. (including its holding subsidiary), with the guarantee amount not exceeding RMB 1 billion. At the end of the reporting period, the actual guarantee balance of the company was 532.1 million yuan. Authorized by the relevant resolutions of the 2020 annual general meeting of shareholders held on March 4, 2021, the company agreed to provide guarantee for the bank financing business of its subsidiary Zhangjiagang aokesen Trading Co., Ltd., with the guarantee amount not exceeding RMB 50 million. At the end of the reporting period, the actual guarantee balance of the company was 10 million yuan.
Authorized by the relevant resolutions of the 2020 annual general meeting of shareholders held on March 4, 2021, the company agreed to provide guarantee for the bank financing business of the subsidiary Yangzhou Aoyang Shunchang metal materials Co., Ltd., with the guarantee amount not exceeding RMB 80 million. At the end of the reporting period, the actual guarantee balance of the company was 60 million yuan.
Authorized by the relevant resolutions of the 2020 annual general meeting of shareholders held on March 4, 2021, the company agreed to provide guarantee for the bank financing business of its subsidiary Gaoyou aokesen metal products Co., Ltd., with the guarantee amount not exceeding RMB 50 million. At the end of the reporting period, the actual guarantee balance of the company was zero.
Authorized by the relevant resolutions of the fourth extraordinary general meeting of shareholders held on October 23, 2020 and April 28, 2021 respectively, the company agreed to provide guarantee for the bank project financing of its subsidiary Jiangsu Tianpeng power supply Co., Ltd., with a total guarantee amount of no more than 650 million yuan and a guarantee period of no more than 5 years. At the end of the reporting period, the actual guarantee balance of the company was 402 million yuan.
Authorized by the relevant resolutions of the third extraordinary general meeting of shareholders in 2021 held on May 17, 2021, the company agreed to provide guarantee for the bank project financing of its subsidiary Tianpeng lithium energy technology (Huai’an) Co., Ltd., with the guarantee amount not exceeding RMB 80 million and the guarantee period not exceeding 5 years. At the end of the reporting period, the actual guarantee balance of the company was 145.35 million yuan.
The above external guarantee of the company is not overdue. At the end of the reporting period, the company’s external guarantee balance (excluding the guarantee provided for subsidiaries within the scope of consolidated statements) was zero, accounting for 0.00% of the company’s net assets at the end of the reporting period; The balance of guarantee provided by subsidiaries (including the guarantee of RMB 1.8766 million) at the end of the period accounted for 236.66% of the net assets of the consolidated report.
The above external guarantee of the company belongs to the needs of the normal production and operation and rational utilization of funds of the company and its subsidiaries. They have performed the necessary review procedures in strict accordance with the provisions of relevant laws and regulations and the articles of association, fully revealed the existing risks, and earnestly fulfilled the obligation of information disclosure of external guarantee. The above external guarantee does not damage the interests of the company and its shareholders, especially the minority shareholders.
In the articles of association, the company stipulates the authority of the board of directors and the general meeting of shareholders to approve external guarantees, and strictly implements the provisions on external guarantees in relevant laws and regulations and the articles of association, so as to better control the risk of external guarantees, avoid illegal guarantees and ensure the safety of the company’s assets.
There is no obvious indication that the company may actually bear the guarantee liability due to the debt default of the guaranteed party.
7、 Independent opinions on external guarantees
The external guarantee of the company is to provide guarantee for the company within the scope of consolidated statements, which is helpful to promote the development of its business activities. Moreover, the company has strong control over the company within the scope of consolidated statements, and the risk of providing guarantee for it is small.
8、 Independent opinions on developing bill pool business
At present, the company is in good operation. The company carries out bill pool business, which can comprehensively manage the company’s bills receivable and bills payable to be issued, reduce the company’s capital occupation, optimize the financial structure and improve the capital utilization rate. We agree that the company and its subsidiaries within the scope of consolidated statements share a bill pool limit of no more than 1 billion yuan, that is, the cumulative spot balance of pledged and mortgaged bills used to carry out bill pool business with all cooperative banks shall not exceed 1 billion yuan. The above quota can be used in a rolling manner. We agree to submit the matter to the general meeting of shareholders for deliberation.
9、 Independent opinions on using self owned funds to purchase financial products
According to the actual capital situation and within a certain limit, the company can reasonably use its own funds to purchase bank financial products, which will help to improve the efficiency of capital use and obtain a certain return of income, will not affect the normal development of the company’s main business, and is in line with the interests of the company and all shareholders. The company has fulfilled the necessary legal procedures and the approval procedures are in compliance. Meanwhile, the company has established sound internal control procedures to prevent possible risks. We agree to submit the purchase of financial products with our own funds to the general meeting of shareholders for deliberation.
10、 Independent opinions on write off of bad debts
As an independent director of Jiangsu Azure Corporation(002245) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association of the company, After reviewing the proposal on write off of bad debts deliberated at the 25th meeting of the Fifth Board of directors, the opinions are as follows:
The bad debts written off by the company this time do not involve the company’s related parties;
The company has fully accrued bad debt reserves in strict accordance with relevant laws and regulations and financial systems, and the write off will not have an impact on the company’s profit and loss in 2021 and previous years;
The bad debts written off by the company this time fairly reflect the financial status and operating results of the company, without damaging the interests of the company and shareholders. The approval procedures comply with the provisions of relevant laws and regulations and the articles of association. As an independent director of the company, we agree to the above disposal plan.
11、 Independent opinions on changes in accounting policies and accounting estimates
This accounting policy change is a reasonable change made by the company in accordance with the interpretation announcement of the accounting standards for business enterprises of the Ministry of Finance and the implementation of Q & A and other relevant provisions. The implementation of the new standards can more objectively and fairly reflect the company’s financial situation, operating results and actual situation, provide more reliable and accurate accounting information, comply with relevant regulations and the company’s actual situation, and comply with the provisions of relevant laws and regulations. This change will not have a significant impact on the financial statements and will not damage the interests of the company and shareholders, especially the interests of minority shareholders.
This change in accounting estimates can more accurately reflect the company’s financial situation and operating results, help to improve the quality of the company’s financial information, comply with the relevant provisions of the accounting standards for business enterprises, do not harm the interests of the company and minority shareholders, and the review procedures comply with the provisions of the articles of association and relevant laws and regulations. Consent of independent directors
