Nanya New Material Technology Co.Ltd(688519)
About the 13th meeting of the second board of directors by independent directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the relevant provisions of Nanya New Material Technology Co.Ltd(688519) articles of association and the company’s working system for independent directors, as independent directors of Nanya New Material Technology Co.Ltd(688519) after reviewing relevant matters, based on an independent and objective position, In a prudent and responsible attitude, the independent opinions on the relevant proposals of the meeting are as follows: I. independent opinions on the company’s 2021 annual report and its summary
We believe that the company’s 2021 annual report and its summary are true, accurate and complete. The preparation, deliberation and disclosure process of the report complies with the relevant requirements of the securities law, the listing rules, the measures for the administration of information disclosure of listed companies and other relevant requirements, without any false records, misleading statements or major omissions, and fairly reflects the financial status and operating results of the company in 2021.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s profit distribution plan in 2021
We believe that the company’s profit distribution plan for 2021 complies with relevant laws, regulations and the relevant provisions of the articles of association, takes full account of the company’s own profitability, capital needs and other factors, conforms to the company’s business status and development strategy, and does not damage the interests of the company’s shareholders, especially the minority shareholders.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 With regard to the independent opinions on the daily related party transactions between the company and its subsidiaries and related parties in 2022, we believe that the daily related party transactions expected in 2022 belong to normal business transactions, the pricing principles of related party transactions are reasonable and fair, abide by the principles of voluntariness, equivalence and compensation, and meet the development needs of the company. The decision-making and voting procedures of related party transactions comply with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, follow the principles of objectivity, fairness and impartiality, and there is no situation that damages the interests of the company and all shareholders.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on applying for comprehensive credit line from financial institutions in 2022
We believe that the company’s proposed application for comprehensive credit line from financial institutions is determined through reasonable prediction on the basis of the company’s production, operation and investment capital demand, in line with the company’s actual operation and overall development strategy, the voting procedure is legal, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
We believe that the deposit and use of the company’s raised funds in 2021 are in strict accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange, and the information disclosure content is consistent with the actual use of the company’s raised funds. There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
We agree to the motion.
6、 Independent opinions on providing guarantee for the wholly-owned subsidiary Nanya New Material Technology Co.Ltd(688519) material technology (Jiangxi) Co., Ltd
We believe that the company’s guarantee for Jiangxi South Asia is to meet the needs of the daily operation of the wholly-owned subsidiary and help support its sound development. The operation and financial status of the guarantee object are stable and the guarantee risk is controllable. The review procedures comply with relevant laws and regulations, the articles of association and other relevant provisions, and there is no situation that damages the interests of the company and minority shareholders. Therefore, the independent directors agree that the company guarantees Jiangxi South Asia, a wholly-owned subsidiary.
7、 Independent opinions on the internal control evaluation report of the company in 2021
We believe that the company has evaluated the effectiveness of the company’s internal control in accordance with the basic norms of enterprise internal control and the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. At the same time, through the understanding of the company’s current internal control system and its implementation, we believe that the evaluation report truly and objectively reflects the company’s internal system construction The actual situation of the implementation of the internal control system. All internal controls are strict, sufficient and effective, in line with the actual situation of the company, which can ensure the normal operation and management of the company, and all risks in the operation of the company can be effectively controlled. According to the identification standards of internal control defects in financial reports and internal control defects in non-financial reports, the company has no major or important defects in internal control, and the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
In conclusion, we agree to the proposal.
8、 Independent opinions on the remuneration scheme of directors and senior managers in 2022
We believe that the remuneration plan of the company’s directors and senior managers in 2022 is formulated in combination with the actual situation of the company, the remuneration level and job contribution of the industry and region, complies with the provisions of the company law, the guidelines for the governance of listed companies, the articles of association and other relevant laws and regulations, is conducive to the stable operation and development of the company, and does not damage the interests of the company and shareholders.
In conclusion, we agree to the 2022 annual remuneration plan for directors and senior managers formulated this time, and agree to submit the 2022 annual remuneration plan for directors to the general meeting of shareholders for deliberation.
9、 Independent opinions on granting reserved restricted shares to incentive objects
(1) According to the authorization of the company’s third extraordinary general meeting in 2021, the board of directors determined that the reserved grant date of the company’s incentive plan is April 14, 2022, which complies with the administrative measures for equity incentive of listed companies and other laws and regulations as well as the relevant provisions on the grant date in the company’s incentive plan;
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
(3) The incentive objects reserved for granting some restricted shares determined by the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association on the relevant qualifications of the incentive plan, meet the conditions of incentive objects specified in the measures for the administration of equity incentive of listed companies, and meet the scope of incentive objects specified in the incentive plan of the company, As the subject qualification reserved for granting some incentive objects in the company’s restricted stock incentive plan in 2021, it is legal and effective;
(4) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s employees’ sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
To sum up, the independent directors believe that the reserved grant conditions of the company’s incentive plan have been met, unanimously agree that the reserved grant date of the company’s incentive plan is April 14, 2022, and agree to grant 450000 restricted shares to 10 eligible incentive objects at the grant price of 16.40 yuan / share.
10、 Independent opinions on changes in accounting policies
We believe that this accounting policy change is a reasonable change in accordance with the requirements of relevant documents of the Ministry of finance, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. This accounting policy change can more objectively and fairly reflect the company’s financial situation and operating results. The decision-making procedures of the board of directors on this matter comply with the provisions of relevant laws and regulations and the articles of association. Therefore, the independent directors of the company agreed to the change of accounting policies of the company.
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