Shanghai Smith Adhesive New Material Co.Ltd(603683) independent director
Independent opinions on matters related to the 20th meeting of the third board of directors
In accordance with the requirements of the company law, the securities law, the rules for independent directors of listed companies, the guidelines for the governance of listed companies and other relevant laws and regulations, as well as the relevant provisions of the Shanghai Smith Adhesive New Material Co.Ltd(603683) articles of association, the rules of procedure of the board of directors and the detailed rules for the work of independent directors, as independent directors of Shanghai Smith Adhesive New Material Co.Ltd(603683) (hereinafter referred to as “the company”), after carefully reviewing the relevant materials of the 20th meeting of the third board of directors of the company, Based on independent judgment, the independent opinions on the relevant proposals of the 20th meeting of the third board of directors of the company are as follows:
1、 Independent opinions on the company’s 2021 profit distribution and capital reserve conversion to share capital plan the company’s 2021 profit distribution and capital reserve conversion to share capital plan comply with the relevant provisions on profit distribution in the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association. The plan fully considers the company’s current capital structure, the company’s business development strategic planning, actual capital demand, reasonable return of shareholders, long-term development and other factors, takes into account the reasonable return of investors and the company’s sustainable development, conforms to the current actual situation of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, There is also no obvious unreasonable situation such as cash out by major shareholders, or relevant shareholders abuse their rights to improperly intervene in the company’s decision-making. The deliberation procedure of the proposal complies with the provisions of laws, regulations and the articles of association.
Therefore, we agree to the 2021 profit distribution and capital reserve conversion plan proposed by the board of directors of the company, and agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s renewal of Tianheng Certified Public Accountants (special general partnership)
Tianheng Certified Public Accountants (special general partnership) is qualified for securities business and has the experience and ability to provide financial audit and internal control audit services for listed companies. Be able to meet the work requirements of the company’s financial audit and internal control audit in 2022. During his tenure as the company’s audit institution in 2021, he adhered to the independent audit standards and performed the responsibilities and obligations of the audit institution well in accordance with the requirements of the audit standards for Chinese certified public accountants. The proposal, deliberation and voting procedures of the board of directors on the proposal on the company’s continued employment of Tianheng Certified Public Accountants (special general partnership) comply with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to renew the appointment of Tianheng Certified Public Accountants (special general partnership) as the auditor of the company’s financial report and internal control in 2022, and agree to submit this proposal to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
After careful review, the remuneration plan of the company’s directors and senior managers is formulated according to the remuneration level of the company’s industry and scale and in combination with the actual operation of the company, which is in line with the actual situation of the company, is conducive to mobilizing the work enthusiasm and creativity of the company’s directors and senior managers, improving the company’s operation and management level, and is conducive to the long-term sustainable development of the company, There is no situation that damages the interests of the company and investors. In 2021, the assessment and salary payment of directors and senior managers of the company comply with the provisions of relevant laws, regulations and the articles of association and the actual situation of the company. We have no objection to the remuneration of directors and senior managers of the company in 2021. Therefore, we agree to the remuneration plan of the company’s directors and senior managers in 2021, and agree to submit the remuneration plan of the directors in this proposal to the company’s 2021 annual general meeting for deliberation.
4、 Comments on the company’s internal control report in 2021
After careful review, it is considered that the internal control evaluation report of the company in 2021 objectively reflects the real situation of the company’s internal control, summarizes the company’s internal control comprehensively, and has clear requirements for the internal control work of the next year. The company shall further strengthen the supervision and inspection of internal control, continuously supervise and evaluate the effect of internal control, and timely find and improve the defects in internal control.
5、 Independent opinions on external guarantee provided by the company in 2022
As an independent director of the company, we have carefully investigated and understood the expected external guarantee of the company in 2022 in a serious and responsible manner in accordance with the requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantee of listed companies and the stock listing rules of Shanghai Stock Exchange issued by China Securities Regulatory Commission. The formulation and implementation of the company’s external guarantee plan in 2022 is to ensure that the company can meet its financing and performance needs for the sustainable and steady development of production and operation in accordance with the development strategy established by the company’s general meeting of shareholders; The company has sufficient control over the guaranteed company and can effectively monitor and manage its production and operation; The guarantee risk undertaken by the company is controllable and will not damage the interests of the company’s shareholders, especially the minority shareholders. 6、 Independent opinions on using some idle self owned funds for cash management
The company and its subsidiaries use idle self owned funds for cash management on the premise that the company’s operation is good, its financial situation is stable, and does not affect the company’s daily operating capital turnover needs and capital safety. It will not affect the normal development of the main business of the company and its subsidiaries, comply with the articles of association and other relevant provisions, and the review procedures are legal and compliant. The company and its subsidiaries use their own funds for cash management, which is conducive to improving the fund use efficiency of the company and its subsidiaries, obtaining better return on investment for shareholders, and in line with the interests of the company and all its shareholders. It is agreed that the company and its subsidiaries use idle self owned funds with a ceiling of RMB 300 million for cash management, and the funds can be used on a rolling basis within the above quota and validity period.
7、 Independent opinions on the company’s long-term foreign exchange settlement and sales business in 2022
The company plans to use 30 million US dollars and 10 million euros to carry out the forward foreign exchange settlement and sales business in 2022, which can avoid and prevent the risk of exchange rate fluctuation. The development of the forward foreign exchange settlement and sales business can further improve the company’s foreign exchange risk management ability, reduce the impact of exchange rate fluctuation on the company’s operating performance, help to ensure the stability of the company’s profits, and do not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The review procedures of the company comply with the provisions of laws, regulations and the articles of association. Therefore, we agree that the company will carry out forward foreign exchange settlement and sales business in 2022. (no text below)
Shanghai Smith Adhesive New Material Co.Ltd(603683) independent directors: Chen Daisong, Yu Yingfeng, Wu Xiaoping March 29, 2022
