Independent opinions of independent directors on matters related to the 14th meeting of the 10th board of directors of the company
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies issued by the 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 and other laws, regulations and normative documents of Shenzhen Stock Exchange, as well as the articles of association of Jinyuan Ep Co.Ltd(000546) (hereinafter referred to as the "company") According to the relevant provisions of the working system of independent directors, as an independent director of the company, based on our independent judgment position, we express independent opinions on the relevant matters of the 14th meeting of the 10th board of directors as follows:
1、 Independent opinions on Jinyuan Ep Co.Ltd(000546) 2021 annual profit distribution plan:
According to the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant provisions of the CSRC, we believe that the profit distribution plan for Jinyuan Ep Co.Ltd(000546) 2021 is in line with the provisions of the company's disclosed shareholder return plan and the provisions of the articles of association, and the dividend standard and proportion are clear and clear, It fully reflects that the company attaches importance to the reasonable return to the majority of investors. We believe that this plan is in line with the company's long-term plan and takes full account of the interests of all shareholders. There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association. We unanimously agree to the Jinyuan Ep Co.Ltd(000546) 2021 annual profit distribution plan and agree to submit the plan to the general meeting of shareholders for deliberation.
2、 Opinions on the annual self-evaluation report of
According to the basic norms of internal control of enterprises, the guidelines on internal control of listed companies of Shenzhen Stock Exchange and other relevant regulations, after carefully checking the internal control of the company in 2021, we believe that the internal control organization and system of the company in 2021 are sound, and all businesses are basically implemented in accordance with the relevant systems and processes of the company, The company's existing internal control system and system have played a good role in control and prevention in all key links and have been effectively implemented. The Jinyuan Ep Co.Ltd(000546) 2021 annual internal control self evaluation report truly, accurately, completely and objectively reflects the actual situation of the company's internal control work. The procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
We unanimously agree to the Jinyuan Ep Co.Ltd(000546) 2021 annual internal control self evaluation report. 3、 Independent opinions on Jinyuan Ep Co.Ltd(000546) the proposal on the application of credit line by the company and its subsidiaries in 2022:
The company and its subsidiaries apply for credit line to meet the operation and development needs of its subsidiaries, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
We unanimously agree to Jinyuan Ep Co.Ltd(000546) the proposal on the application of credit line by the company and its subsidiaries in 2022, and agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on Jinyuan Ep Co.Ltd(000546) proposal on providing guarantee for subsidiary financing in 2022:
The company provides guarantee for the financing of subsidiaries to meet the operation and development needs of subsidiaries. The guaranteed parties are all subsidiaries of the company, the guarantee financial risk is controllable, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. The procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
We unanimously agree to Jinyuan Ep Co.Ltd(000546) the proposal on providing guarantee for the financing of subsidiaries in 2022 and agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on Jinyuan Ep Co.Ltd(000546) proposal on subsidiary's hedging business in 2022:
On the premise of ensuring normal production and operation, the company carries out hedging business and takes option futures hedging business as an effective means to stabilize product price fluctuations, which is conducive to locking in the company's production costs, controlling business risks and improving the company's ability to resist market fluctuations and price depression shocks. The specific content of the company's hedging business meets the actual production and operation needs of the company. By strengthening internal control, implementing risk prevention measures and improving the operation and management level, it is conducive to the operation and development of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
We unanimously agree to Jinyuan Ep Co.Ltd(000546) the proposal on the subsidiary's hedging business in 2022.
6、 Independent opinions on Jinyuan Ep Co.Ltd(000546) the proposal on the provision for credit and asset impairment in 2021:
The company's provision for credit and asset impairment is based on sufficient basis, standardized decision-making procedures, in line with the provisions of the accounting standards for business enterprises and relevant systems of the company, which can more fairly reflect the company's financial status and operating results in 2021 and the value of assets as of December 31, 2021, and help to provide investors with more authentic, reliable and accurate accounting information without damaging the company, shareholders Especially the interests of minority shareholders. The procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
We unanimously agree to Jinyuan Ep Co.Ltd(000546) the proposal on the provision for credit and asset impairment in 2021.
7、 Independent opinions on Jinyuan Ep Co.Ltd(000546) proposal on renewing the appointment of accounting firm:
Zhonghui Certified Public Accountants (special general partnership) provided the company with financial audit, internal control audit and other audit services in 2021. The audit report and other documents issued truly, accurately and completely reflected the company's financial status and operating results in 2021. Therefore, Zhonghui Certified Public Accountants (special general partnership) can meet the needs of the company's financial audit and internal control audit in 2022. The procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association. We unanimously agree to the proposal of Jinyuan Ep Co.Ltd(000546) on renewing the appointment of accounting firm and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the special report on the deposit and use of raised funds in Jinyuan Ep Co.Ltd(000546) 2021:
According to the requirements of China Securities Regulatory Commission's "guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies", Shenzhen Stock Exchange's "guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board" and the company's "raised funds management system", we believe that the company's 2021 year is true, accurate, complete Timely disclosed the information related to the raised funds, and the contents of the special report on the storage and use of raised funds in Jinyuan Ep Co.Ltd(000546) 2021 are true, accurate and complete, without false records, misleading statements and major omissions.
We agree to submit this report to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on Jinyuan Ep Co.Ltd(000546) the proposal on the proposed public listing and transfer of 100.00% equity of hujijinyuan, a wholly-owned subsidiary:
The transfer of mutual aid Jinyuan equity is conducive to adjusting the industrial structure and optimizing the asset structure, focusing on new energy materials industry and low-carbon environmental protection industry, which is in line with the company's long-term development strategy. After the equity transfer takes effect, the company will no longer hold the equity of hujijinyuan, and hujijinyuan will no longer be included in the scope of the company's consolidated statements. This equity transfer is planned to be carried out in the form of public listing transfer, and there is no situation that will damage the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to the Jinyuan Ep Co.Ltd(000546) proposal on the proposed public listing and transfer of 100.00% equity of hujijinyuan, a wholly-owned subsidiary, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on Jinyuan Ep Co.Ltd(000546) proposal on appointment of financial director and chief accountant:
The company appoints Mr. Guan Qingchuan (Guan Qingchuan) as the financial director and chief accountant of the company. The relevant nomination, deliberation and voting procedures comply with the provisions of the company law and other relevant laws and regulations and the articles of association. Mr. Guan Qingchuan (Guan Qingchuan) has the necessary professional background and experience, and there is no situation that he is not allowed to serve as a senior manager of a listed company.
We agree to the Jinyuan Ep Co.Ltd(000546) proposal on the appointment of financial director and chief accountant. Independent directors: Yu Leping, he Pinjing, Wang Xiaoye March 30, 2022
