Shenzhen Cotran New Material Co.Ltd(300731)
Independent opinions of independent directors on matters related to the sixth meeting of the third board of directors
In accordance with the relevant rules and regulations such as the rules for independent directors of listed companies and the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, as independent directors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as "the company"), we, with a highly responsible attitude and on the basis of careful inspection, express the following independent opinions on the relevant matters of the sixth meeting of the third board of directors of the company:
1、 Independent opinions on the company's profit distribution plan in 2021
After review, we believe that the plan proposed by the board of directors of the company not to carry out profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, and there is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, we agree to the company's 2021 profit distribution plan and agree to submit it to the company's 2021 annual general meeting for deliberation.
2、 Independent opinions on the company's special report on the deposit and actual use of raised funds in 2021
After review, we believe that the deposit and actual 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, comply with the relevant provisions of the company's raised funds management system, and there is no illegal deposit and use of raised funds, Nor does it change the investment direction of the raised funds in a disguised form and damage the interests of the shareholders of the company. 3、 Independent opinions on the company's self evaluation report on internal control in 2021
After review, we believe that the company has established a relatively perfect internal control system, can actively pay attention to the latest requirements on internal control issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, timely revise relevant systems and effectively implement them, adapt to the requirements of the company's management and the needs of the company's development, and ensure the healthy operation of the company's businesses and the control of business risks.
The company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system, and there are no obvious weak links and major defects. With the needs of the company's future business development, the company will constantly update and improve the internal control system according to the business environment, so as to ensure the implementation of the internal control system and the effective conduct of the company's business activities.
4、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
According to the regulatory guidelines for listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies and other normative documents and the relevant provisions of the articles of Association (CSRC announcement [2022] No. 26), we have checked the occupation of the company's funds and external guarantees as of December 31, 2021. We believe that:
(I) after verification, the special statement on the occupation of non operating funds and other related capital transactions of the company in 2021 issued by notary Tianye Certified Public Accountants (special general partnership) is true, accurate and complete, and there are no false records, misleading statements or major omissions and other violations. In 2021, the company's controlling shareholders and other related parties did not occupy the company's funds for non operating purposes, nor did they occupy funds by illegal related parties that occurred in previous years and accumulated to December 31, 2021. All capital transactions between the company and other related parties are normal operating capital transactions. Operating capital transactions are operating transactions based on market principles and meet the relevant requirements of regulatory authorities. The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks. Therefore, we agree to the special instructions on the occupation of non operating funds and other related capital transactions of the company in 2021.
(II) after verification, the company did not provide guarantee for the controlling shareholder and its affiliates, any unincorporated unit or individual during the reporting period. In 2021, the decision-making procedure of the company's guarantee behavior to its subsidiaries was legal and effective, and the approval procedure and information disclosure procedure of external guarantee were fulfilled. After carefully checking the subject qualification, credit status and financial status of the guaranteed, objectively evaluating and fully revealing the risks of external guarantee, as of the end of the reporting period, there is no indication that the company may bear the guarantee liability due to the default of the guaranteed party's debt.
5、 Independent opinions on the remuneration scheme of directors and supervisors of the company in 2022
After review, we believe that according to the company's salary management measures and other regulations, the salary of the company's directors and supervisors conforms to the actual situation of the company's current operation and management, matches the average level of the company's region and industry, the actual responsibilities and work of the company's directors and supervisors in the company, and refers to the company's performance, business development status and development plan, which is conducive to mobilizing the work enthusiasm of directors and supervisors, Conducive to the long-term development of the company. Therefore, we unanimously agree on the remuneration plan of the company's directors and supervisors in 2022 and agree to submit it to the company's 2021 annual general meeting for deliberation.
6、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
After review, we believe that: according to the company's salary management measures and other regulations, the salary of the company's senior managers is in line with the actual situation of the company's current operation and management, which is conducive to strengthening the diligence of the company's senior managers, promoting the company to improve the overall management level and operating efficiency, in line with the interests of investors, and in line with the provisions of relevant laws and regulations and the articles of association. Therefore, we unanimously agree on the compensation plan for senior managers of the company in 2022.
7、 Independent opinions on the failure of the third exercise period / release period of the restricted stock incentive plan in 2018
After audit, we believe that according to the company's annual audit report for 2021 issued by notary Tianye Certified Public Accountants (special general partnership), the company's net profit attributable to the shareholders of the listed company in 2021 is -127478 million yuan, and the net profit attributable to the shareholders of the listed company after excluding the share payment costs of this and other incentive plans is -141693 million yuan, Compared with the net profit of 444142 million yuan excluding share based payment expenses in 2018, it decreased by 131.90%. In the third exercise period / release period of this equity incentive plan, the company level does not meet the performance conditions of exercise / release of restrictions. The unfulfilled matters in the third exercise period / lifting of restrictions on sale period of the company's equity incentive plan comply with the relevant provisions of the administrative measures for equity incentive of listed companies, the 2018 stock option and restricted stock incentive plan (Draft) and the administrative measures for the implementation and assessment of 2018 equity incentive plan, and there is no damage to the interests of the company and all shareholders.
8、 Independent opinions on the cancellation of some stock options and the repurchase and cancellation of some restricted shares
After review, we believe that: in view of the fact that the growth rate of the company's net profit in 2021 did not meet the performance assessment requirements at the company level, according to the relevant provisions of the 2018 stock option and restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2018 equity incentive plan, the company decided to cancel a total of 891240 stock options granted to the above incentive objects who did not meet the exercise and lifting of restrictions, A total of 760200 restricted shares have been granted, which shall be repurchased and cancelled by the company according to the grant price plus the deposit interest of the bank in the same period.
The company's cancellation of stock options corresponding to the above-mentioned personnel and the repurchase and cancellation of restricted shares corresponding to the above-mentioned personnel comply with the measures for the administration of equity incentives of listed companies and other relevant provisions. The procedures are legal and compliant, which will not affect the continuous operation of the company or damage the interests of the company and all shareholders. The independent directors unanimously agreed to cancel some stock options and repurchase and cancel some restricted shares, and agreed to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The independent opinion on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance has been reviewed, The board of directors of Shenzhen Stock Exchange believes that the approval of the listing of companies listed on the gem and the implementation rules of Shenzhen stock exchange for the approval of the listing of companies listed on the gem are in line with the relevant laws and regulations of Shenzhen Stock Exchange According to the provisions of normative documents and the articles of association, the resolution procedure is legal and effective. The shareholders' meeting is requested to authorize the board of directors to handle matters related to microfinance, which is conducive to the company making full use of the financing function of the capital market, expanding the company's business and promoting sustainable development. The board of directors implements microfinance within the scope of authorization of the general meeting of shareholders, with controllable risk and no damage to the interests of the company's shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 After reviewing the independent opinions on the company's shareholder dividend return plan for the next three years (20222024), we believe that the company's shareholder dividend return plan for the next three years (20222024) formulated by the board of directors is in line with the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2022] No. 3) of China Securities Regulatory Commission The notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the relevant provisions of the articles of association are in line with the actual situation of the company, which is conducive to improving the decision-making procedures and mechanism of the company's profit distribution, improving the transparency and operability of dividend distribution decisions, and actively rewarding investors. Therefore, we unanimously agree to this matter and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. (no text below)
(there is no text on this page, which is the signature page of the independent opinions of Shenzhen Cotran New Material Co.Ltd(300731) independent directors on relevant matters of the sixth meeting of the third board of directors)
Kong Tao, Chang Junfeng, Lin Yingxue
