Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Report of independent directors on the 23rd Meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the standardized operation of companies listed on the gem, the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors and other relevant laws, regulations and rules, we, as independent directors of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as the "company"), based on objective and independent judgment, Express the following independent opinions on matters related to the 23rd Meeting of the third board of directors of the company:
1、 Independent opinions on the special report on the deposit and use of the company's raised funds in 2021
The deposit and use of the company's raised funds in 2021 comply with the relevant systems of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the relevant provisions of the company's management system for special deposit and use of raised funds. There is no illegal use of raised funds, no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. We agree to submit the matter to the 2021 annual general meeting of shareholders for deliberation and approval.
2、 Special instructions and independent opinions on the occupation of the company's funds by the company's controlling shareholders and other related parties in 2021
As an independent director of the company in accordance with the requirements of the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies (revised in 2018), the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association, the working system of independent directors of the company and other relevant provisions, We have carefully checked the occupation of the company's funds by the company's controlling shareholders and other related parties, and our independent opinions are as follows:
1. During the reporting period, there was no illegal occupation of the company's funds by controlling shareholders and other related parties. The capital transactions between the company and the controlling shareholders and other related parties can strictly comply with the provisions of the notice on regulating the capital transactions between listed companies and related parties and the external guarantee of listed companies, and there is no violation of relevant laws, regulations and provisions.
2. During the reporting period, the company did not provide guarantees for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties, any unincorporated units or individuals; There is no accumulated to in previous years
Illegal external guarantee on December 31, 2021.
3、 Proposal on the self-evaluation report of the company's internal control in 2021
After review, we believe that the company's current internal control system and system have been established and improved, which can meet the requirements of the company's operation and management and the needs of the company's development, better ensure the authenticity, legitimacy and integrity of the company's accounting data, and ensure the safety and integrity of the company's assets, Be able to provide effective guarantee for the healthy operation of various business activities of the company and the implementation of relevant national laws and regulations and internal rules and regulations of the unit. Since the establishment of the company's internal control system, the company's internal control over related party transactions, external guarantees, use of raised funds, external investment and information disclosure has been strict, sufficient and effective, ensuring the normal operation of the company's operation and management and in line with the actual situation of the company.
4、 Independent opinions on the proposal of the company's profit distribution plan in 2021
After review, we believe that the company's profit distribution plan for 2021 is based on the actual situation of the company and comprehensively considers the current business situation and future business development needs of the company. The plan conforms to the profit distribution policy determined by the company, does not damage the interests of the company and large, medium and small investors, and meets the requirements of relevant laws and regulations and the articles of association. We agree to submit the 2021 profit distribution plan to the 2021 shareholders' meeting for deliberation.
5、 Independent opinion on the company's reappointment of audit institution in 2022
In accordance with the relevant provisions of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and the system for the selection and employment of corporate accounting firms, we have deliberated the proposal on the company's renewal of the appointment of audit institutions in 2022 in advance. We believe that Tianzhi international accounting firm (special general partnership) has the qualification for working in the securities industry, He has rich experience and professional quality in the audit work of listed companies. During his tenure as the company's audit institution, he followed the independent audit standards for Chinese certified public accountants, was diligent and conscientious, and fairly and reasonably expressed independent audit opinions.
In order to ensure the smooth progress of the company's audit work, we agree to continue to employ Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit the proposal on the company's continued appointment of audit institution in 2022 to the 2021 annual general meeting for deliberation.
6、 Independent opinions on the application of the company and its subsidiaries for comprehensive credit line from the bank in 2022
In order to meet the needs of the company's operation and development, the company and its subsidiaries intend to apply to relevant banks for a total comprehensive credit line of no more than 320 million yuan. The company and its subsidiaries obtain appropriate bank credit line, which is conducive to the sustainable and stable development of the company's existing business and the rapid layout of new business, and plays a positive role in the company's production and operation. The company has formulated strict approval authority and procedures, which can effectively prevent risks. We agree that the company and its subsidiaries apply to the bank for a total comprehensive credit line of no more than 350 million yuan and submit it to the 2021 annual general meeting for deliberation.
7、 Independent opinions on the proposal on the remuneration or allowance scheme of the company's directors and senior managers in 2022
As an independent director of the company, we have carefully reviewed the disclosure of remuneration or allowances of directors and senior managers of the company, and believe that in 2021, the company strictly implemented the relevant systems of remuneration and performance appraisal of directors and senior managers, and the procedures of business performance evaluation and payment of remuneration or allowances of the company comply with the provisions of relevant laws, regulations, articles of association and other rules and regulations. The company's annual salary and assessment plan for 2022 is conducive to mobilizing the work enthusiasm of directors and senior managers, meets the needs of the company's long-term development, and does not harm the interests of the company and minority shareholders. We agree that the company's 2022 remuneration and assessment plan for directors and senior managers is reasonable and effective, and agree to submit the director's remuneration or allowance plan to the 2021 annual general meeting for deliberation.
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(there is no text on this page, which is the signature page of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) independent directors' independent opinions on matters related to the 23rd Meeting of the third board of directors) signature of independent directors:
Zhao Junwu, Zou Yanhong, Huang Jun
