Xinxiang Richful Lube Additive Co.Ltd(300910)
Independent directors’ independent opinions on matters related to the seventh meeting of the third board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the guiding opinions on the establishment of independent director system in listed companies, and the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the Listing Rules) As independent directors of Xinxiang Richful Lube Additive Co.Ltd(300910) company (hereinafter referred to as “the company”), we are independent directors of Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as “the company”) on the basis of independent judgment, We hereby express the following independent opinions on the relevant deliberations of the seventh meeting of the third board of directors of the company:
1、 Proposal on the company’s 2021 profit distribution plan
The 2021 profit distribution plan of the company complies with the company law, the articles of association and the relevant provisions of the CSRC. On the premise of ensuring the normal operation and long-term development of the company, it fully considers the reasonable investment return to the majority of investors, which is conducive to the normal operation and healthy development of the company and does not harm the interests of investors. Therefore, we unanimously agree to the proposal and agree to submit the proposal on the company’s 2021 profit distribution plan to the general meeting of shareholders for deliberation.
2、 Proposal on prediction of daily connected transactions in 2022
After verification, all the related party transactions expected by the company are required by the company’s daily business activities in 2022. The related party transactions follow the principles of fair and just market, and the pricing method is fair and reasonable, which will not damage the interests of the company and minority shareholders, have no adverse impact on the company’s financial status and operating results, and have no impact on the company’s independence. The explanation of the board of directors of the company on the difference between the actual and expected daily related party transactions in 2021 is consistent with the actual situation of the company. The daily related party transactions that have occurred in 2022 are fair and reasonable and do not harm the interests of the company and other non related party shareholders. The deliberation and decision-making procedures of this matter comply with the listing rules, guidelines for standardized operation and other relevant laws and regulations, as well as the provisions of the articles of association.
Therefore, we unanimously agree on the related matters expected by the company’s daily connected transactions in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation, and the connected persons interested in the connected transactions must avoid voting.
3、 Proposal on using some over raised funds to permanently supplement working capital
The balance after maturity is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital. The specific implementation after the expiration of relevant time deposits is conducive to improving the use efficiency of raised funds, meeting the needs of the company’s business development for working capital, improving the company’s working capital situation and reducing financial costs, which is in the interests of all shareholders. If the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan of listed companies, and the change of the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan does not affect the normal operation of listed companies, such as the investment and management plan of listed companies, which does not comply with the provisions of the Shenzhen Stock Exchange.
Therefore, we unanimously agree that the company will use the over raised funds (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital, which will be implemented after the maturity of relevant time deposits, and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Proposal on the self evaluation report on internal control of the company in 2021
After reviewing the company’s self-evaluation report on internal control in 2021, we believe that the company has established a relatively perfect internal control system, which is legal, reasonable, sound and effective, which can meet the needs of the company’s operation and management and ensure the orderly development of the company’s business activities. The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system.
5、 Proposal on the special report on the deposit and use of the company’s raised funds in 2021
After verification, the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds; The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete without false records, misleading statements and major omissions.
6、 Independent opinions on capital occupation and external guarantee of related parties of the company in 2021
As an independent director of the company, we have carefully understood and examined the company’s funds occupied by the company’s controlling shareholders and other related parties and the company’s external guarantees 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. The relevant explanations and independent opinions are as follows:
(I) the company can earnestly implement relevant regulations and strictly control the risk of external guarantee and the risk of fund occupation by related parties;
(II) during the reporting period, the company did not provide guarantees for the controlling shareholders and their related parties;
(III) during the reporting period, there was no abnormal occupation of funds by controlling shareholders and other related parties. 7、 Proposal on the proposed renewal of accounting firm
Zhonghui Certified Public Accountants (special general partnership) has the qualification to engage in securities related business. During the period of serving as the company’s audit institution in 2021, it has independently, objectively and fairly provided high-quality audit services and effectively safeguarded the interests of all shareholders. Zhonghui Certified Public Accountants (special general partnership) can meet the company’s requirements for audit institutions in terms of independence, professional competence, investor protection and integrity. This renewal is conducive to ensuring the quality of audit work of listed companies and protecting the legitimate rights and interests of all shareholders, especially the interests of minority shareholders. The deliberation and decision-making procedures of this matter comply with the listing rules, guidelines for standardized operation and other relevant laws and regulations, as well as the provisions of the articles of association. Therefore, we agree to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
8、 Proposal on resignation of directors and nomination of candidates for directors
1. After the qualification examination of the nomination committee of the board of directors and the deliberation of the board of directors, it is agreed to nominate Mr. Chen Ligong, deputy general manager of the company, as a candidate for non independent director of the third board of directors of the company. Mr. Chen Ligong’s nomination and voting procedures comply with the relevant laws and regulations such as the company law and the articles of association. This nomination is based on a full understanding of the nominee’s educational background, work experience and professional quality, and has been approved by the nominee.
2. After reviewing Mr. chenligong’s resume and the documents submitted, we believe that Mr. chenligong meets the requirements of relevant laws and regulations and the articles of Association for qualification, has the necessary work experience, qualification and ability to perform his duties as a director, and has not found that the candidate is not allowed to serve as a director of the company in accordance with the provisions of the company justice, and has not been identified as a market prohibited person by the CSRC and has not been lifted, Nor have they received any punishment or punishment from the China Securities Regulatory Commission and the stock exchange. After querying the directory of dishonest Executees on the website of the Supreme People’s court, they are not dishonest Executees, and they all have the qualification and ability to serve as directors.
Among the candidates for directors of the third board of directors of the company, the total number of directors concurrently serving as senior managers of the company does not exceed half of the total number of directors of the company.
Therefore, we agree that the board of directors of the company shall nominate Mr. Chen Ligong as the candidate for non independent directors of the company, and unanimously agree that this proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
According to the situation, the salary level of the company’s industry is reasonable, which is conducive to mobilizing the work enthusiasm of directors and supervisors, strengthening the sense of diligence of directors, supervisors and senior managers, and conducive to the long-term development of the company. There is no damage to the interests of the company and shareholders, which is in line with relevant national laws, regulations and the articles of association. We agree to the 2022 remuneration plan for directors and supervisors proposed by the board of directors and unanimously agree to submit it to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Xinxiang Richful Lube Additive Co.Ltd(300910) independent directors’ independent opinions on matters related to the seventh meeting of the third board of directors) independent directors:
Cheng Xianping, Yang Dongsheng, Liu Shuanghong
April 12, 2022
