Yantai Tayho Advanced Materials Co.Ltd(002254)
Report on the work of independent directors in 2021
Dear shareholders and representatives
hello everyone!
As an Yantai Tayho Advanced Materials Co.Ltd(002254) independent director, I faithfully performed my duties and gave full play to the role of independent directors in my work in 2021, in strict accordance with the company law, the securities law, the guiding opinions on the establishment of independent directors in listed companies, the guidelines for the self-regulation of listed companies No. 1 - standardized operation of listed companies on the main board and other relevant laws and regulations, as well as the company's working system for independent directors In accordance with the provisions and requirements of the articles of association, actively participated in relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on relevant proposals of the company, effectively safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders, and achieved the integrity, diligence and responsibility of independent directors. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, I attended 8 meetings of the board of directors, 3 general meetings of shareholders and 6 special committees, including 5 audit committees and 1 Nomination Committee. During the meeting, he carefully reviewed relevant materials, fully communicated information, actively participated in discussions, exercised voting rights carefully, actively safeguarded the interests of the company and minority shareholders, and played the role of independent directors for the correct and scientific decision-making of the board of directors. In the voting process of various proposals of the board of directors this year, I voted in favour.
2、 Independent opinions
(I) independent opinions on relevant matters of the 5th session of the 10th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the Guiding Opinions) and the articles of association and other relevant provisions, 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 fifth meeting of the 10th board of directors:
1. Independent opinions on profit distribution plan
After careful review, we believe that the profit distribution plan proposed by the board of directors is in line with the operation and profitability of the company, is conducive to safeguarding the long-term interests of all shareholders of the company, does not damage the interests of the company and shareholders, and the decision-making procedure is in line with relevant laws and regulations and the articles of association. We agree with the profit distribution plan proposed by the board of directors and submit it to the general meeting of shareholders for deliberation.
2. Independent opinions on the appointment of deputy general manager
(1) We have carefully reviewed the resumes of Mr. Zhou Guoyong and Mr. Ma Qianli, and found that they are not allowed to serve as directors, supervisors and senior managers of the company as stipulated in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange; No administrative penalty imposed by the CSRC in the last three years; Has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for investigation by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; It has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court.
(2) We have carefully reviewed the educational background, work experience and work performance of Mr. Zhou Guoyong and Mr. Ma Qianli, and believe that they have the necessary management ability, leadership ability, professional knowledge and technical skills to serve as deputy general managers.
(3) This appointment has gone through the selection and appointment procedures such as the review of the nomination committee and the deliberation of the board of directors, and is in line with the company law, the articles of association and other relevant provisions.
For the above reasons, we agree that the board of directors shall appoint Mr. Zhou Guoyong and Mr. Ma Qianli as deputy general managers of the company.
(II) independent opinions on changing the loan guarantee proportion of Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) bank in the matters considered by the 8th session of the 10th board of directors
As an independent director of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the "company") in accordance with the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the "guiding opinions") and the articles of association, We express the following independent opinions on the change of the guarantee proportion of Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) existing loans according to the actual shareholding ratio of the company after increasing the registered capital and transferring the amount of capital contribution in the proposal on increasing the capital of Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) and transferring part of the unpaid capital contribution considered at the 8th meeting of the 10th board of directors of the company:
After careful examination, we believe that Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) is the holding subsidiary of the company. Through this capital increase and equity transfer, the final equity proportion of the company is increased. The guarantee proportion of Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) existing bank loans is changed according to the shareholding proportion, without damaging the interests of the company and all shareholders. The relevant approval procedures comply with laws and regulations and the articles of association of the company. Therefore, we agree that after the company increases the registered capital and receives the capital contribution, it will change the guarantee proportion of Ningdong Yantai Tayho Advanced Materials Co.Ltd(002254) existing loans according to the actual shareholding proportion of the company.
(III) independent opinions on relevant matters of the 9th 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 "Securities Law"), the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as "guiding opinions"), the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations 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 matters considered at the ninth meeting of the 10th board of directors in accordance with the relevant provisions of the normative documents and the articles of association:
1. Independent opinions on the self-evaluation report of internal control in 2020
In accordance with the relevant requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, we have carefully reviewed the 2020 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 relevant laws, regulations and rules such as the company law, the securities law and the basic norms of enterprise internal control, and has been effectively implemented. The company's 2020 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 19 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 2021 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 2020
In accordance with the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56), as an independent director of Yantai Tayho Advanced Materials Co.Ltd(002254) , we have carefully verified the occupation of the company's funds by the company's controlling shareholders and other related parties and the external guarantees of the company. We hereby express our independent opinions as follows:
(1) Notes on the occupation of the company's funds by controlling shareholders and other related parties
① As of December 31, 2020, 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 occupy the company's funds by using operating capital transactions.
② As of December 31, 2020, the company has not provided funds directly or indirectly to controlling shareholders and other related parties in the following ways:
(a) Lending the company's funds to the controlling shareholders and other related parties with compensation or free of charge;
(b) Providing entrusted loans to related parties through banks or non bank financial institutions;
(c) Entrust controlling shareholders and other related parties to carry out investment activities;
(d) Issue commercial acceptance bills for controlling shareholders and other related parties without real transaction background;
(e) Repay debts on behalf of controlling shareholders and other related parties;
(f) 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.
(2) Explanation on external guarantee of the company
① On March 27, 2020, the 21st Meeting of the ninth board of directors of the company and the 2019 annual general meeting of shareholders held on June 23, 2020 passed 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 RMB 2.026 billion. 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.
② As of December 31, 2020, the balance of bank credit guarantee provided by the company (including holding subsidiaries) to holding subsidiaries was RMB 690455700, 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
According to the notice on further implementation of 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 2020 proposed by the board of directors as follows:
After careful review, we believe that the profit distribution plan for 2020 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 provisions of 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 2021 and the corresponding supporting materials deliberated at the 9th meeting of the 10th board of directors, and issued 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 with the engineering material company in 2020 decreased by 26.50% compared with the expected amount, mainly due to the impact of the epidemic and the low startup rate of the downstream of the engineering material company. In order to reduce the business risk, the engineering material company reduced the procurement of raw materials according to the actual market situation. Therefore, the relevant procurement of the company's products decreased to a certain extent year-on-year.
In 2020, the company implemented the absorption and merger of Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and the issuance of shares to purchase assets and raise supporting funds and related party transactions. Since July 1, 2020, Yantai minstar Special Paper Co., Ltd. (hereinafter referred to as "minstar") and Yantai Yuxing paper products Co., Ltd. (hereinafter referred to as "Yantai Yuxing paper products") have become the holding subsidiaries of the company and are included in the scope of the company's consolidated statements. Internal transactions within the scope of the consolidated statements are offset during the preparation of the consolidated statements, Among them, Yuxing paper products has become a holding subsidiary of the company, which involves merger under the same control. Since the beginning of the purchase date, i.e. January 1, 2020, the transaction with the company will no longer be treated as related party transactions. Therefore, the actual amount of related party transactions with Yantai Yuxing paper products and minstar in 2020 under the consolidated statement of the company decreased significantly compared with the expected amount.
6. Independent opinions on using temporarily idle self owned funds to purchase financial products
In accordance with the guiding opinions, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association, as an independent director of the company, we have considered the proposal on using temporarily idle self owned funds to purchase financial products provided by the board of directors of the company with a serious and responsible attitude. Based on our independent judgment, Express the following independent opinions on matters related to the company's use of temporarily idle self owned funds to purchase financial products:
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 6 months) is conducive to improving the use efficiency of funds and increasing the investment efficiency
