Hunan Yussen Energy Technology Co.Ltd(002986) independent director
Independent opinions on matters related to the third meeting of the third board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the working system of independent directors of Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as the "company") and other relevant laws, regulations and rules, as an independent director of the company, on the basis of careful review of relevant materials, Express the following independent opinions on matters related to the third meeting of the third board of directors of the company:
1、 Independent opinions on the company's profit distribution plan in 2021
We believe that the profit distribution plan of the company in 2021 complies with the relevant provisions on profit distribution in the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the articles of association and the shareholder return plan of the CSRC, and takes full account of the company's profit status in 2021, the current overall operation and the development stage of the company Comprehensive factors such as the capital demand for future development, the characteristics of the industry and the return on investment of shareholders. The review procedure is legal and compliant, and there is no situation that damages the interests of all shareholders, especially small and medium-sized investors. We agree to the company's profit distribution plan for 2021 and agree to submit the plan to the company's 2021 annual general meeting for deliberation.
2、 Independent opinions on the self-evaluation report of the company's internal control in 2021
We believe that the company has established a relatively perfect internal control system, which can be effectively implemented, can meet the requirements of the company's management and the needs of the company's development, and can provide a reasonable guarantee for the preparation of true and fair financial statements. We agree to the 2021 internal control self evaluation report.
3、 Special report on the deposit and use of the company's raised funds in 2021
We believe that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations in the deposit and use of raised funds. The special report on the deposit and use of raised funds in 2021 prepared by the company truly, accurately, completely and objectively reflects the actual situation of the deposit and use of raised funds, and there are no false records, misleading statements or major omissions. We agree to submit the report to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the occupation of non operating funds and other related capital transactions of the company
We believe that during the reporting period, the company did not occupy the company's funds for non operating purposes by controlling shareholders and other related parties. During the reporting period, the company did not have any external guarantee, nor did it have any external guarantee that occurred in previous years and accumulated to December 31, 2020. The company strictly restricts the occupation of the company's funds in the operating capital transactions between the controlling shareholders and other related parties and the company in strict accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the notice on regulating the capital transactions between listed companies and related parties and the external guarantees of listed companies and the articles of Association; Standardize the company's external guarantee behavior and control the company's external guarantee risk. We agree to submit the report to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the company's re employment of the audit institution in 2022
We believe that in the process of providing audit services for the company, Tianjian Certified Public Accountants (special general partnership) can strictly abide by the code of professional ethics, work seriously and rigorously, issue various reports that can objectively and truly reflect the company's financial situation and operating results, and have sufficient independence, professional competence and investor protection ability, The renewal of Tianjian is conducive to ensuring the continuity and quality of the company's audit work; The review procedure of the renewed audit institution complies with the provisions of relevant laws and regulations, and there is no situation damaging the interests of the company and minority shareholders. Therefore, we agree to renew Tianjian as the company's audit institution in 2021 and agree to submit it to the company's 2020 annual general meeting for review.
6、 With regard to the independent opinions on the remuneration plan of the company's directors, supervisors and senior managers in 2022, we believe that the remuneration plan of the company's directors, supervisors and senior managers in 2022 is formulated in accordance with the articles of association, working rules of the remuneration and assessment committee and other relevant systems, in combination with the industry, scale, salary level and the actual operation of the company, which is conducive to strengthening the diligence and responsibility of the company's senior executives, Promote the company to improve work efficiency and operating efficiency, and the formulation and voting procedures of salary scheme are legal and effective. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws, regulations and the provisions of the articles of association. We agree with the remuneration plan for senior management proposed by the company
7、 Independent opinions on adjusting the expected external guarantee amount of the company and its holding subsidiaries
We believe that the guaranteed objects of the company's newly increased guarantee line are the wholly-owned and controlled subsidiaries of the company, which is to meet the needs of all wholly-owned or controlled subsidiaries to apply for bank credit and carry out business activities from banks and financial institutions, belong to the needs of the company's normal production and operation and rational utilization of funds, the risk is controllable, the decision-making process of external guarantee is legal, and in line with the overall interests of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company will adjust the estimated amount of external guarantee this time, and agree to submit the report to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on providing loans to holding subsidiaries
The company provided a loan of no more than 150 million yuan to Huizhou Boke environmental protection new materials Co., Ltd. (hereinafter referred to as "Boke new materials"), a holding subsidiary, which is conducive to reducing the overall financing cost of the company, ensuring the capital demand for the business operation of the holding subsidiary and promoting the business development of Boke new materials, a holding subsidiary. Mr. Hu Huike, the controlling shareholder of Boke HUICAI and other affiliated shareholders of the partnership who fail to perform the investment decision-making procedures of Boke HUICAI and other affiliated shareholders of the partnership with the same proportion as the actual investment decision-making of Boke HUICAI.
We believe that the company's provision of loans to Boke new materials, the holding subsidiary, without affecting its normal operation, is conducive to reducing the overall financing cost of the company, ensuring the capital demand for the business operation of the holding subsidiary and promoting the business development of Boke new materials, the holding subsidiary. The transaction follows the principles of fairness, impartiality, voluntariness and good faith, and the pricing is fair, fair and reasonable; The deliberation and voting procedures comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of minority shareholders and the company. We agree that the loan provided by the company to the holding subsidiary shall be submitted to the general meeting of shareholders for deliberation, and the shareholders associated with the matter shall withdraw from voting.
9、 Independent opinions on the company's 2022 restricted stock incentive plan (Draft) and its summary
We believe that the contents of the company's restricted stock incentive plan for 2022 (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the stock listing rules of Shenzhen Stock Exchange and so on; The granting arrangement and the lifting of the restriction on sales (including the number of grants, the date of grant, the conditions of grant, the price of grant, the period of restriction on sales, the lifting of the conditions of restriction on sales, etc.) of each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders. The implementation of this incentive plan is conducive to the sustainable development of the listed company, and there is no obvious damage to the interests of the listed company and all shareholders. We unanimously agree on this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the implementation and assessment management measures of the company's restricted stock incentive plan in 2022
We believe that the establishment of the assessment indicators of the company's restricted stock incentive plan in 2022 complies with the basic provisions of laws and regulations and the articles of association. The assessment indicators of the company's restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment. The performance index at the company level is set as the net profit growth rate, which reflects the profitability of the company, is the final embodiment of the growth of the enterprise, and can establish a better image of the capital market. The performance appraisal goal set by the company is to fully consider the company's current operating conditions, future development plans and other comprehensive factors, and the index setting is reasonable and scientific. The company has set the performance evaluation index of the incentive plan as follows: the net profit in 2022 is no less than 50% higher than that in 2021; The net profit in 2023 increased by no less than 100% compared with that in 2021; The net profit in 2024 increased by no less than 150% compared with that in 2021. Among them, the net profit index is the audited consolidated net profit of the company. In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal and performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the annual performance evaluation results of the incentive object. To sum up, we believe that the company's management measures for the implementation and assessment of the restricted stock incentive plan in 2022 is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on the incentive objects, which can achieve the assessment purpose of this incentive plan. Therefore, we unanimously agree to submit relevant matters to the general meeting of shareholders of the company for deliberation. 11、 Independent opinions on the revision of the company's plan for non-public offering of a shares
We believe that after carefully reviewing the 2022 plan for non-public development of A-Shares (Revised Draft) submitted by the board of directors of the company, we believe that this plan revision is more practical and feasible. The completion of this offering is conducive to enhancing the company's sustainable profitability, in line with the company's development strategy and the interests of shareholders, and there is no behavior that damages the interests of the company and all its shareholders, especially small and medium-sized shareholders. At the same time, when the board of directors deliberated the above proposals, the decision-making procedures complied with the provisions of relevant laws, regulations and the articles of association. We agree to the matters related to the revision of the plan for non-public offering of shares, and agree to submit the above proposal to the general meeting of shareholders for deliberation.
12、 Independent opinions on the revision of the feasibility analysis report on the use of funds raised by the company's non-public offering of A-Shares in 2022
We believe that the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 (Revised Version) prepared by the board of directors of the company makes a more reasonable analysis on the feasibility of the use of raised funds. The purpose of the investment project of raised funds is in line with the provisions of relevant national policies, the actual situation and development needs of the company, and the current situation and development trend of the industry in which the company is located, In line with the company's long-term development goals and the interests of shareholders, it is conducive to improving the company's sustainable operation ability and profitability. We agree to the revision of the feasibility analysis report on the use of funds raised by non-public offering of shares, and agree to submit the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 (Revised Draft) to the general meeting of shareholders of the company for deliberation.
Independent director: Li Guoqing, Chen Aiwen, Zeng bin
April 7, 2022
