Jenkem Technology Co.Ltd(688356) independent directors
Independent opinions on matters related to the 17th meeting of the second board of directors in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Jenkem Technology Co.Ltd(688356) articles of Association (hereinafter referred to as the “articles of association”), the Jenkem Technology Co.Ltd(688356) independent director working system and other relevant provisions, the independent directors of the second board of directors of Jenkem Technology Co.Ltd(688356) (hereinafter referred to as the “company”) are serious and responsible, Based on the independent, prudent and objective position, the relevant proposals of the 17th meeting of the second board of directors of the company have been reviewed, and the independent opinions are as follows:
1. Independent opinions on the 2021 annual profit distribution plan
The independent directors agree to the 2021 annual profit distribution plan and agree that the company will distribute cash dividends of 8.79 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity distribution registration, and the total amount of cash dividends is expected to be 5274000000 yuan (including tax), accounting for 30.00% of the net profit attributable to the shareholders of the company in the consolidated statements of the company in 2021; The company does not convert the capital reserve into share capital and does not give bonus shares. 2. Independent opinions on the 2021 internal control evaluation report
The independent directors agreed to pass the internal control evaluation report of 2021 and believed that the company had no major defects in internal control over financial reporting and no major defects in internal control over non-financial reporting during the internal control evaluation report period. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
3. Independent opinions on the special report on the deposit and use of raised funds in 2021
The independent directors agreed to adopt the special report on the deposit and use of raised funds in 2021 and considered that the deposit and use of raised funds in 2021 were in line with the provisions of laws, regulations and system documents such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the management measures for raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), the company’s management system for raised funds, etc, The raised funds have been stored and used in a special account, and the relevant information disclosure obligations have been performed in a timely manner. The specific use of the raised funds is consistent with that disclosed by the company. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
4. Independent opinions on the implementation of the remuneration of the company’s directors in 2021 and the remuneration standard in 2022. The independent directors agree with the implementation of the remuneration of the company’s directors in 2021 and the remuneration standard in 2022, and believe that the above implementation and marking are in line with the positions and work conditions of the directors of the company and the relevant remuneration standards deliberated and approved by the general meeting of shareholders of the company.
5. Proposal on the salary implementation of the company’s senior managers in 2021 and the salary standard in 2022
The independent directors agree with the implementation of the remuneration of the company’s senior managers in 2021 and the remuneration standards in 2022, and believe that the above implementation and standards are in line with the company’s operation in 2021, the positions and work conditions of the company’s senior managers and the relevant remuneration standards formulated by the company.
6. Independent opinions on the renewal of the company’s audit institution in 2022
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), when serving as the company’s annual audit institution in 2021, was able to strictly follow the independent, objective and fair practice standards, fairly and reasonably express independent audit opinions, and the audit opinions issued for the company can objectively, fairly and truly reflect the company’s financial status and operating results. The independent directors agreed to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022.
7. Independent opinions on carrying out foreign exchange hedging business
The independent directors agree that the company shall carry out foreign exchange hedging business, and the capital limit shall not exceed US $30 million (the capital within the limit can be used on a rolling basis). The validity period of the quota is 12 months from the date of deliberation and approval by the board of directors of the company. It is agreed to authorize the chairman of the company to approve the daily foreign exchange hedging business plan and contracts related to foreign exchange hedging business, and agree that the chairman of the company will delegate the chief financial officer or other relevant financial persons of the company to exercise the decision-making power of the business and sign agreements related to foreign exchange hedging business within the scope of the above authorization.
8. Independent opinions on the company’s use of its own idle funds to purchase financial products in 2022
The independent directors agree that the company will improve the use efficiency of idle self owned funds, make rational use of self owned funds, increase the company’s investment income and obtain more returns for the company and shareholders without affecting the normal development of its main business and ensuring the company’s operating capital demand. On the premise of using idle self owned funds with an amount of no more than RMB 45 million, the purchase risk is low, the security is high and the liquidity is good Financial products with an investment period of no more than 12 months (including but not limited to structured deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates and trust products), and within the above limit, the funds can be used on a rolling basis. The validity period of the above matters is 12 months from the date of deliberation and approval by the board of directors.
9. Independent opinions on using some over raised funds to permanently supplement working capital
The company raised a total of 5522848 million yuan from its initial public offering, and the amount of over raised funds was 2322848 million yuan. The company plans to use a total of 69 million yuan of over raised funds for permanent replenishment of working capital. The cumulative amount used in the last 12 consecutive months is 69 million yuan (including the amount to be used this time), accounting for 29.71% of the total amount of over raised funds and no more than 30% of the total amount of over raised funds.
Independent directors believe that the company’s use of part of the over raised funds to permanently supplement the working capital is for the needs of the company’s actual operation, which is conducive to improving the use efficiency of the raised funds and the company’s operating ability, which is in line with the needs of the company’s strategic development and the interests of all shareholders. The use of the over raised funds this time will not affect the normal progress of the fund-raising projects, and there is no disguised change in the investment direction of the raised funds and damage to the interests of the shareholders of the company. The relevant contents comply with laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation Provisions of normative documents and management system for special storage and use of Jenkem Technology Co.Ltd(688356) raised funds.
In conclusion, we unanimously agree to this proposal and agree to submit it to the 2021 annual general meeting of shareholders. 10. Independent opinions on the 2021 Corporate Social Responsibility Report
The independent directors of the company believe that the 2021 corporate social responsibility report prepared by the company reflects the work and achievements of the company in the protection of shareholders’ rights and interests, the protection of suppliers, customers and creditors, the protection of employees’ rights and interests and environmental protection. The independent directors of the company agree with the report and believe that the report reflects the company’s willingness to bear public welfare responsibility in terms of social responsibility, and there is no situation that damages the rights and interests of the company or its shareholders, especially small and medium-sized shareholders.
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