Kaili Catalyst & New Materials Co.Ltd(688269) independent directors about
Independent opinions on relevant matters of the third meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies and other relevant laws and regulations, rules and regulations, the articles of association and the working system of Kaili Catalyst & New Materials Co.Ltd(688269) independent directors, as independent directors of Kaili Catalyst & New Materials Co.Ltd(688269) (hereinafter referred to as the “company”), we treat the company with a serious, rigorous and responsible attitude
The company issued the following independent opinions on relevant matters considered at the third meeting of the third board of directors held on March 29, 2022: I. independent opinions on the company’s 2021 annual profit distribution plan
The profit distribution plan fully considers the company’s profitability, cash flow status, capital demand and other factors, which is in line with the actual operation status of the company. The decision-making procedure of the plan, the form and proportion of profit distribution are in line with the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions. The implementation of the plan is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. We agree to the above profit distribution plan of the company and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the remuneration plan of directors and senior executives of the company in 2022
After verification, we believe that the company’s compensation plan for directors and senior managers in 2022 fully takes into account the actual operation of the company, the salary level and job contribution of industries and regions, which can fully mobilize the work enthusiasm of directors and senior managers and promote the long-term sustainable development of the company. We agree to the 2022 annual remuneration plan of the company’s directors and senior executives, and agree to submit the proposal of the 2022 annual remuneration plan of the company’s directors to the 2021 annual general meeting of shareholders for deliberation. 3、 Independent opinions on the company’s production and operation incentive scheme in 2021
We carefully reviewed the proposal on the company’s production and operation reward in 2021. Considering a series of adverse factors such as the continuous intensification of industry competition and the large fluctuation of the market affected by the economy in 2021, all employees of the company actively responded to and overcome difficulties, and better completed the production and operation objectives issued by the board of directors. Combined with the assessment methods and policies of Northwest Nonferrous Metals Research Institute, We believe that this plan on the company’s production and operation reward in 2021 is conducive to better stimulate the combat effectiveness and cohesion of all employees of the company, is conducive to the long-term development of the company, complies with the provisions of relevant laws, regulations and the articles of association, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the company’s production and operation incentive plan in 2021. 4、 Independent opinions on using part of the raised funds to increase capital to wholly-owned subsidiaries and provide interest free loans to implement raised investment projects
After verification, the company used part of the raised funds to increase capital by 45 million yuan to Tongchuan Kaili, a wholly-owned subsidiary, and provided it with interest free loans of no more than 1081673 million yuan, which was specially used for the implementation of the “industrialization project for the production and reuse of rare and precious metal catalytic materials”, which was conducive to the smooth implementation of the raised investment project, We believe that the use and purpose of the raised funds are in line with the company’s development strategy and relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree with the company’s decision to use part of the raised funds to increase capital and provide interest free loans to wholly-owned subsidiaries to implement the raised investment projects. 5、 Independent opinions on daily related party transactions of the company in 2022
The estimated amount of daily connected transactions of the company in 2022 is based on the actual situation of the company, which meets the needs of the company’s development and is conducive to expanding the company’s product sales market. The transaction price follows the pricing principles of fairness, openness and impartiality. The pricing is fair and there is no damage to the interests of the company and minority shareholders. We believe that the decision-making procedures for considering related party transactions are legal and compliant. When the proposal is voted, the related directors of the company have avoided voting, which meets the relevant requirements of relevant laws and regulations and the articles of association, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 6、 The independent opinion on the special report on the deposit and use of the company’s annual raised funds in 2021 has been reviewed. We believe that the special report on the deposit and use of the company’s raised funds complies with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the measures for the management of raised funds of listed companies of Shanghai Stock Exchange and so on Laws and regulations, normative documents and relevant provisions of the company’s management system for raised funds, there are no violations in the storage and use of raised funds, and there are no situations that change the use of raised funds in a disguised manner and damage the interests of listed companies and their shareholders, which is in line with the needs of the company’s development interests, and is conducive to improving the company’s fund use efficiency and obtaining good investment return. The contents of the special report truly and objectively reflect the storage, use and management of the company’s raised funds. We agree to the motion. 7、 Independent opinions on the renewal of the company’s 2022 audit institution and the employment of internal control audit institution
After audit, ShineWing Certified Public Accountants (special general partnership) has fulfilled its duties, abided by the professional standards of independence, objectivity and impartiality, better completed all the work of the financial statements of 2021, and charged reasonable audit fees in the process of providing audit services for the company. In order to maintain the independence and stability of the company’s audit business, the company plans to continue to employ ShineWing Certified Public Accountants (special general partnership) as the auditor of financial report and internal control in 2022. ShineWing Certified Public Accountants (special partnership) has the experience and ability to provide audit services for the company, as well as sufficient independence, professional competence and investor protection ability, which can meet the requirements of the company’s audit work, help to ensure the quality of the company’s audit work and protect the interests of the company and all shareholders. We believe that there are reasonable reasons for the company to continue to employ the audit institution, and the review procedures comply with relevant laws and regulations and the provisions of the articles of association. We agree to renew the appointment of ShineWing Certified Public Accountants (special general partnership) as the company’s auditor in 2022 for one year, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
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Independent directors: Zhang Ningsheng, Wang Zhouhu and Wang Jianling on March 29, 2002 (there is no text on this page, which is the signature page of Kaili Catalyst & New Materials Co.Ltd(688269) independent directors’ independent opinions on matters related to the third meeting of the third board of directors)
Zhang Ningsheng, Wang Zhouhu, Wang Jianling
