Yantai Tayho Advanced Materials Co.Ltd(002254) independent director
Independent opinions on relevant matters of the 16th session of the 10th board of directors
In accordance with the company law of the people's Republic of China ("company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), and the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the guiding opinions) As an independent director of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the "company"), we express the following independent opinions on the relevant matters considered at the 16th meeting of the 10th board of directors:
1、 Independent opinion on self-evaluation report of internal control in 2021
In accordance with the relevant requirements of the standardized operation guidelines, we have carefully reviewed the 2021 internal control self-evaluation report adopted by the board of directors of the company and issued the following independent opinions:
The company's internal control system complies with the requirements of the company law, the securities law, the basic norms of enterprise internal control and other relevant laws, regulations and rules, and has been effectively implemented. The company's 2021 internal control self-evaluation report truly and objectively reflects the establishment, operation, inspection and supervision of its internal control system. We agree with the report.
2、 Independent opinions on the renewal of accounting firm
According to the provisions of the guiding opinions, we have carefully reviewed the proposal on renewing the appointment of accounting firms and issued independent opinions as follows:
ShineWing Certified Public Accountants (special general partnership) is now the external audit institution of the company and has served for the company for 20 consecutive years. During the period of serving as the company's audit institution, the Institute can perform its duties objectively, fairly and independently, and the reports issued can objectively and truly reflect the company's financial situation and operating results, with sufficient independence, professional competence and investor protection ability. We believe that ShineWing Certified Public Accountants (special general partnership) has the qualification and ability to serve as the annual audit institution for the company, which is conducive to protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. We agree to renew the appointment as the annual audit institution of the company in 2022 for one year.
3、 Special instructions and independent opinions on the occupation of the company's funds and external guarantees by the company's controlling shareholders and other related parties in 2021
As an independent director of Yantai Tayho Advanced Materials Co.Ltd(002254) in accordance with the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee of listed companies (zjf [2003] No. 56) of China Securities Regulatory Commission, we have carefully verified the occupation of the company's funds by the controlling shareholders and other related parties and the external guarantee of the company, The independent opinions are as follows:
(I) statement on the occupation of the company's funds by controlling shareholders and other related parties
1. As of December 31, 2021, the company (including the company's controlling subsidiaries, the same below) has not advanced wages, benefits, insurance, advertising and other period expenses for the controlling shareholders and other related parties, and has not borne costs and other expenses on behalf of each other. There is no situation that the controlling shareholders and other related parties use operating capital transactions to occupy the company's funds;
2. As of December 31, 2021, the company has not provided funds directly or indirectly to controlling shareholders and other related parties in the following ways:
(1) Lending the company's funds to the controlling shareholders and other related parties with compensation or free of charge;
(2) Providing entrusted loans to related parties through banks or non bank financial institutions;
(3) Entrust controlling shareholders and other related parties to carry out investment activities;
(4) Issue commercial acceptance bills for controlling shareholders and other related parties without real transaction background;
(5) Repay debts on behalf of controlling shareholders and other related parties;
(6) Other methods recognized by the CSRC.
We believe that the controlling shareholders and other related parties of the company do not occupy the company's funds, and there is no risk arising therefrom.
(II) description of the company's external guarantee
1. On April 16, 2021, the 9th meeting of the 10th board of directors of the company and the 2020 annual general meeting of shareholders held on May 11, 2021 deliberated and approved the proposal on re approving the guarantee amount for each subsidiary, and agreed to establish Ningxia Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) Co., Ltd. (hereinafter referred to as "Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) ) Ningxia Taihe Aramid Fiber Co., Ltd. (hereinafter referred to as "Ningxia Taihe aramid") and Yantai Newstar spandex Co., Ltd. (hereinafter referred to as "Yantai Newstar spandex") provided guarantees for the bank's application for loans and comprehensive credit, and authorized the chairman of the company to sign relevant agreements with relevant parties after the proposal was passed at the general meeting of shareholders.
According to the resolution, the total accumulated effective balance of the company's guarantee to the above holding subsidiaries (i.e. the guarantee balance at any time point) shall not exceed the maximum guarantee limit of 2.552 billion yuan. Other holding subsidiaries holding the equity of the above-mentioned company may provide guarantees for the above-mentioned company according to their respective shareholding ratio and perform their own internal decision-making procedures. Yantai taipulong Advanced Manufacturing Technology Co., Ltd. (hereinafter referred to as "Yantai taipulong") held the second extraordinary shareholders' meeting in 2021 on September 23, 2021, deliberated and adopted the proposal on providing guarantee for enterprises in the consolidated statements, It is agreed that Yantai taipulong will provide guarantee for Ningxia taipulong Advanced Manufacturing Technology Co., Ltd. (hereinafter referred to as "Ningxia taipulong") to apply for loan and comprehensive credit from Xinhua East Street Branch of Bank of Ningxia, with the cumulative limit not exceeding 20 million yuan. The main purpose of this loan is to purchase equipment and civil engineering funds, which are guaranteed in full by Yantai taipulong. Yantai Guoyong Investment Co., Ltd. and Zhang Junyan, other shareholders of Ningxia taipulong, pledge their equity to Yantai taipulong, and Ningxia taipulong provides counter guarantee with all its assets.
2. As of December 31, 2021, the balance of bank credit guarantee provided by the company (including holding subsidiaries) to the holding company was 780409100 yuan, which did not exceed the approved limit.
3. The company has formulated the external guarantee management system, which has fulfilled the necessary approval procedures for all guarantees for holding subsidiaries, reviewed by the board of directors and the general meeting of shareholders, and fulfilled the obligation of information disclosure.
To sum up, we believe that the company's external guarantee is in compliance, there is no violation of guarantee, and there is no risk arising therefrom.
4、 Independent opinions on the profit distribution plan of the board of directors
In accordance with the notice on further implementing matters related to cash dividends of listed companies and other relevant provisions of the CSRC, after carefully listening to the reports of the board of directors, management and other relevant personnel of the company, and after full discussion, we hereby express our opinions on the profit distribution plan for 2021 proposed by the board of directors as follows:
After careful review, we believe that the profit distribution plan for 2021 proposed by the board of directors of the company complies with the relevant provisions of the articles of association, the actual situation of the company and the needs of long-term development, and is conducive to safeguarding the long-term interests of all shareholders of the company.
We agree with the board of directors to propose the plan and submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on daily connected transactions
According to the guiding opinions, as an independent director of Yantai Tayho Advanced Materials Co.Ltd(002254) the company, we carefully reviewed the proposal on Approving the daily connected transactions in 2022 and the corresponding supporting materials deliberated at the 16th meeting of the 10th board of directors, and expressed the following independent opinions:
1. After careful review, we believe that relevant related party transactions are necessary for the normal operation of the company; The pricing of related party transactions follows the principles of openness, fairness, impartiality and market, and the transaction price is fair and reasonable; The transaction was approved by the board of directors. During the voting of the proposal, the related directors withdrew. The transaction and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association. It is equal to all shareholders of the company, in line with the best interests of the listed company and all shareholders, and does not damage the company and other shareholders Especially the interests of minority shareholders and non affiliated shareholders.
2. After verification, the amount of related party transactions between the company and Yantai Taihe Engineering Materials Co., Ltd. (hereinafter referred to as "engineering materials company") decreased by 68.55% compared with the expected amount, mainly because the company sold all the equity of engineering materials company held by the company in May 2021, and the main business of engineering materials company changed after the transfer, resulting in a significant decrease in the actual amount of related party transactions with the company in 2021 compared with the expected amount, The relevant approval and implementation standards comply with the relevant rules of related party transactions, and there is no damage to the interests of the company and minority shareholders.
6、 Independent opinions on using temporarily idle self owned funds to purchase financial products
In accordance with the relevant provisions of laws, regulations, normative documents and the articles of association, such as the guiding opinions, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, as an independent director of the company, with a serious and responsible attitude, Having considered the proposal on purchasing financial products with temporarily idle self owned funds provided by the board of directors of the company, based on independent judgment, the following independent opinions are expressed on matters related to the company's purchasing financial products with temporarily idle self owned funds:
After careful review, we believe that the company's current operation is normal, its financial situation is stable and its own idle funds are abundant. On the premise of ensuring normal operation and capital safety, using temporarily idle self owned funds to purchase bank financial products with high safety, good liquidity and short term (no more than 182 days) (risk level ≤ R2 stable type) or securities firm income certificates (risk level ≤ R2 medium and low risk), which is conducive to improving the use efficiency of funds, increasing the company's investment income and will not have an adverse impact on the company's business activities, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We unanimously agree that the company will use its own funds temporarily idle to purchase bank financial products with high security, good liquidity and short term on the premise of ensuring normal operation and capital safety, and the cumulative effective amount shall not exceed RMB 700 million. Within the above limit, the funds can be used on a rolling basis.
7、 Independent opinions on matters related to professional managers
We have carefully reviewed the proposals and relevant documents on matters related to professional managers considered at the 16th meeting of the 10th board of directors of the company. Based on our independent judgment, we hereby express independent opinions on the matter: the adjustment of some assessment indicators and assessment schemes of professional managers in 2021, and the assessment of performance completion in 2021 are in line with the operation and development of the company, The improvement of some systems is conducive to further strengthen the incentive and restraint role of professional managers and promote the sustainable and healthy development of the company. The matter does not harm the interests of the company and minority shareholders, and we agree to the proposal.
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independent director:
Zou Zhiyong
Wang Jifa
Jin Fuhai
Cheng Yongfeng
April 7, 2022
