Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Opinions of independent directors on matters related to the sixth meeting of the second board of directors
Prior approval opinion
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 Shandong Dongyue Organosilicon Materials Co.Ltd(300821) articles of association, the Shandong Dongyue Organosilicon Materials Co.Ltd(300821) independent director working system 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, Give the following prior approval opinions on relevant matters considered at the sixth meeting of the second board of directors of the company:
1、 Pre approval opinions on the proposal on the company’s expected daily connected transactions in 2022
The estimated amount of the company’s daily related party transactions in 2022 meets the actual needs of the company’s business development, the transactions comply with market rules, the transaction pricing is fair, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders; Nor does it exist that directors take advantage of their position to seek business opportunities belonging to listed companies for themselves or others, and listed companies favor the interests of directors. The deliberation procedures of the company’s daily related party transactions in 2022 comply with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions. We unanimously agree to submit the proposal on the company’s expected daily connected transactions in 2022 to the board of directors of the company for deliberation.
2、 Prior approval opinions on the proposal on the company’s plan to renew the appointment of accounting firm in 2022
Tianjian Certified Public Accountants (special general partnership) is qualified for securities business, has many years of experience and ability to provide audit services for listed companies, and can meet the work requirements of the company’s financial audit in 2022. We agree that the company will submit the matter of renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022 to the board of directors for deliberation.
3、 Pre approval opinions on the proposal 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
The supplementary agreement to the equity capital increase agreement of Shandong Dongyue future hydrogen energy material 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 Material Co., Ltd. (hereinafter referred to as “equity capital increase agreement”) and in combination with the current audit requirements, which meets the requirements of relevant laws and regulations, There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders; Nor does it exist that directors take advantage of their position to seek business opportunities belonging to listed companies for themselves or others, and listed companies favor the interests of directors. We unanimously agreed to submit the matter to the board of directors of the company for deliberation.
Independent director: Cao Xianjun, Liu Shengyuan, Zhang Yongde March 21, 2022
