China Resources Chemical Innovative Materials Co.Ltd(301090)
Independent directors' opinions on the 24th Meeting of the first board of directors
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the growth enterprise market, the China Resources Chemical Innovative Materials Co.Ltd(301090) articles of association, the China Resources Chemical Innovative Materials Co.Ltd(301090) independent director work system and other relevant provisions, we, as independent directors of China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as the "company"), based on independent judgment, After inquiring about the relevant information of the company and understanding the relevant situation, in line with the attitude of being serious and responsible to all shareholders and seeking truth from facts, we express the following independent opinions on the proposals and related matters considered at the 24th Meeting of the first board of directors of the company:
1、 Independent opinions on the company's profit distribution plan in 2021
After careful review, we believe that the company's profit distribution plan for 2021 is in line with the actual situation of the company, does not violate the relevant provisions of the company law of the people's Republic of China and the articles of association, does not damage the interests of the company's shareholders, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company. Therefore, we unanimously agree with the plan on profit distribution in 2021 issued by the board of directors 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 proposal of the company's special report on the deposit and use of raised funds in 2021
After verification, 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 comply with the company's measures for the administration of raised funds and other relevant provisions. The special report on the deposit and use of raised funds in 2021 is true, accurate and complete, without false records, misleading statements and major omissions. It truthfully reflects the deposit and use of raised funds in 2021, and there are no violations of the deposit and use of raised funds. Therefore, we unanimously agree to this motion.
3、 Independent opinions on the proposal of the company's internal control evaluation report in 2021
We have carefully reviewed the company's 2021 internal control evaluation report. Through understanding the company's current internal control system and its implementation, we believe that the 2021 internal control evaluation report truly reflects the actual situation of the company's internal control. The company's internal control system is relatively complete. The company's existing internal control system has basically covered all levels and links of the company's operation, formed a standardized management system, and met the requirements of relevant national laws, regulations and regulatory authorities. Therefore, we unanimously agree to this motion.
4、 The independent opinion on the company's proposal to renew the employment of the audit institution and internal control assurance institution in 2022 has been verified that Tianzhi International Certified Public Accountants (special general partnership) has the practice certificate of accounting firm and the business qualification related to securities and futures, can independently audit the company's financial status, meet the requirements of the company's financial audit, and will not damage the interests of the company and all shareholders. The review and voting procedures of the company's renewed appointment of accounting firm comply with the provisions of relevant laws, regulations and the articles of association. In conclusion, we agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution and internal control assurance institution in 2022, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation.
5、 Independent opinions on the company's investment in Securities and derivatives in 2021
According to the relevant regulations of Shenzhen Stock Exchange, we have carefully checked the company's investment in Securities and derivatives in 2021. After verification, the company did not make securities investment in 2021 and only carried out the hedging business of raw material futures. We believe that the company's funds for futures hedging business come from the company's own funds, which has not affected the development of the company's main business. The company carried out the hedging business of raw material futures in strict accordance with the requirements of relevant laws and regulations, the articles of association and relevant systems of the company, and performed the corresponding approval procedures. There was no violation of relevant laws, regulations and rules, and there was no damage to the interests of the company and minority shareholders.
6、 Independent opinions on the occupation of the company's funds by controlling shareholders and other related parties, the company's accumulated and current guarantee
In accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC and the requirements of relevant laws, regulations and normative documents, as an independent director of the company, based on the principle of seeking truth from facts, we carefully checked the capital occupation and external guarantees of the company's controlling shareholders and other related parties in 2021, and issued the following special instructions and independent opinions:
1. During the reporting period, except for the operating capital transactions of subsidiaries within the consolidation scope, the company did not occupy the company's funds by controlling shareholders and other related parties, nor did it occupy funds by illegal related parties that occurred in previous years and continued to the reporting period.
2. During the reporting period, there was no external guarantee for the company, no external guarantee for controlling shareholders, actual controllers and other related parties, and no illegal external guarantee occurred in previous years and accumulated to December 31, 2021. (there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of China Resources Chemical Innovative Materials Co.Ltd(301090) independent director's independent opinions on matters related to the 24th Meeting of the first board of directors) signature of independent director:
Rong Jian
On April 8, 2022 (there is no text on this page, which is the signature page of China Resources Chemical Innovative Materials Co.Ltd(301090) independent directors' independent opinions on matters related to the 24th Meeting of the first board of directors):
Zhu Limin
April 8, 2022 (there is no text on this page, which is the signature page of China Resources Chemical Innovative Materials Co.Ltd(301090) independent directors' independent opinions on matters related to the 24th Meeting of the first board of directors): signature of independent director: Guo Baohua
April 8, 2022
