Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Independent directors’ opinions on matters related to the sixth meeting of the second board of directors
Independent opinion of
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the articles of association of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) company (hereinafter referred to as the “articles of association”), the working system of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) independent directors and other relevant provisions, as independent directors of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as the “company”), after carefully reviewing relevant materials, based on our independent judgment, Express the following independent opinions on relevant matters considered at the sixth meeting of the second board of directors of the company:
(I) independent opinions on the proposal on the company’s profit distribution plan for 2021
After review, we believe that the plan on the company’s profit distribution in 2021 formulated by the board of directors comprehensively considers the current actual situation of the company, conforms to the implementation of the company’s future business plan and the long-term interests of all shareholders, and the decision-making process complies with relevant laws and regulations. We agree with the proposal on the company’s profit distribution plan in 2021 and submit the proposal to the general meeting of shareholders for deliberation.
(II) after reviewing the independent opinions on the proposal on the company’s self-evaluation report on internal control in 2021, we believe that the company’s current internal control system and control system have been basically established and improved, which can meet the requirements of the company’s management and the needs of the company’s development, and ensure the healthy operation of the company’s businesses and the effective prevention and control of business risks. We believe that the company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system, and there are no obvious weak links and major defects. With the needs of the company’s future business development, the company will constantly update and improve the internal control system according to the environment, so as to ensure the implementation of the internal control system and the effective conduct of the company’s business activities. Therefore, we agree with the company’s 2021 annual internal control self-evaluation report.
(III) independent opinions on the proposal on the company’s special report on the deposit and use of raised funds in 2021
After review, we believe that the company’s special report on the deposit and use of raised funds in 2021 truly, accurately and completely reflects the deposit and use of raised funds during the reporting period, and there are no false records, misleading statements or major omissions. The deposit and use of the company’s raised funds in 2021 have fulfilled the necessary procedures and comply with the relevant laws, administrative regulations, normative documents, the articles of association and the company’s raised funds management system. There is no illegal, illegal or harmful situation in the deposit and use of the raised funds, especially the interests of the company’s shareholders, small and medium-sized shareholders. We agree with the company’s special report on the deposit and use of raised funds in 2021.
(IV) independent opinions on the proposal on the company’s estimated daily connected transactions in 2022
After review, we believe that the transaction price of the company’s estimated daily connected transactions in 2022 follows the principle of fair market pricing, has no impact on the independence of listed companies, and has not found any acts and circumstances that infringe on the interests of minority shareholders, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange. We agree to the proposal of the company’s estimated daily connected transactions in 2022 and submit the proposal to the general meeting of shareholders for deliberation.
(V) independent opinions on the proposal of the company to renew the appointment of the accounting firm in 2022
After review, we believe that Tianjian Certified Public Accountants (special general partnership) independently undertakes the business of certified public accountants according to law, has the qualification of securities and futures related business, has the experience and ability to provide audit services for listed companies, can provide high-quality and high value-added professional services for the company, and has sufficient independence and investor protection ability, We agree to employ Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 to provide audit services for the company in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
(VI) independent opinions on the proposal on the remuneration plan of the company’s directors in 2022
After review, we believe that the directors’ remuneration plan of the company in 2022 meets the needs of the company’s development, complies with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other relevant regulations, and there are no violations or damages to the interests of shareholders. We agree to the company’s 2022 directors’ remuneration plan and agree to submit the proposal to the general meeting of shareholders for deliberation.
(VII) independent opinions on the proposal on the remuneration scheme for senior managers of the company in 2022
After review, we believe that the remuneration plan for senior managers of the company in 2022 is formulated in combination with the actual operation of the company and complies with the provisions of relevant laws, regulations and the articles of association. The scheme is conducive to mobilizing the work enthusiasm of the company’s senior managers, strengthening the sense of diligence and responsibility of the senior managers, and is conducive to the long-term development of the company. Agree to the company’s 2022 senior management compensation plan.
(VIII) according to the independent opinion on the proposal on the fund adjustment and extension of the company’s raised investment projects, we believe that the fund adjustment and extension of the company’s raised investment projects is a reasonable arrangement made by the company after careful research according to the actual implementation of the raised investment projects, which is in line with the company’s operating status, and there is no disguised change in the investment direction of the raised funds, It will not have a significant adverse impact on the normal operation of the company, and there are no other circumstances damaging the interests of shareholders, especially minority shareholders. The matter has fulfilled the necessary procedures and complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. We unanimously agree on the fund adjustment and extension of raised investment projects, and agree to submit the proposal to the general meeting of shareholders for deliberation.
(IX) independent opinions on signing the supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. and the progress of related party transactions
After review, we believe that the supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. signed by the company this time is to terminate the relevant contents of the repurchase terms in the equity capital increase agreement in accordance with paragraph 2 of “Article 5 repurchase arrangement” of the equity capital increase agreement of Shandong Dongyue future hydrogen energy materials Co., Ltd. (hereinafter referred to as “equity capital increase agreement”) and in combination with the current review requirements, It complies with the requirements of relevant laws and regulations and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. During the deliberation of the board of directors, the related directors avoided voting according to law, and the deliberation procedure was legal and compliant. We unanimously agree to this motion.
(x) independent opinions on the proposal on the change of the company’s accounting policies
After review, we believe that the change of accounting policy is a reasonable change made by the company according to the requirements of relevant documents of the Ministry of finance, in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders.
The review and voting procedures of this accounting policy change comply with the provisions of relevant laws, regulations and normative documents. We unanimously agree to this motion.
（11） Explanation on the great difference between the actual situation and the expected situation of the company’s daily related party transactions in 2021
After review, we believe that the difference between the actual situation and the estimated amount of the company’s daily related party transactions in 2021 is a normal business behavior, in line with the company’s actual production and operation, has no significant impact on the company’s daily related party transactions and performance, and does not damage the interests of the company and all shareholders, especially minority shareholders.
（12） Special instructions and independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021
We investigated and verified the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021, and issued relevant special instructions and independent opinions as follows:
1. According to the audit, the company did not occupy the company’s non operating funds by the controlling shareholders and related parties during the reporting period. There is also no occupation of funds that occurred in previous years and continued to the reporting period.
2. Upon review, the company did not have external guarantee during the reporting period, nor did it have external guarantee that occurred in previous years and continued to the reporting period.
Independent director: Cao Xianjun, Liu Shengyuan, Zhang Yongde March 22, 2022
