Guizhou Chanhen Chemical Corporation(002895) the 15th meeting of the third board of directors
Guizhou Chanhen Chemical Corporation(002895)
Opinions of independent directors on relevant matters of the 15th meeting of the third board of directors
Special instructions and independent opinions
In accordance with the requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions, we, as independent directors of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as the "company"), are responsible to the company and all shareholders and based on independent judgment, The opinions of the third session of the independent board of directors are as follows:
1、 Independent opinions on the special explanation of the company's funds occupied by the company's controlling shareholders and other related parties and the company's external guarantee
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee behavior of listed companies, as an independent director of the company, we checked the occupation of the funds of listed companies and the external guarantee of the company by the controlling shareholders and other related parties in 2021, and issued independent opinions on the relevant explanations as follows:
1. During the reporting period, the company did not occupy the company's funds by controlling shareholders and other related parties.
2. During the reporting period, except that the second meeting of the third board of directors and the second extraordinary general meeting of the company in 2021 agreed to provide 500 million yuan guarantee for the bank M & a loan applied by the holding subsidiary Guizhou Fulin Mining Co., Ltd., the company did not have any other external guarantee. The above guarantee matters were implemented after being considered and approved by the competent authority of the company, The guarantee procedure shall comply with the provisions of relevant laws and regulations and the articles of association.
2、 Independent opinions on 2021 profit distribution plan
After carefully reviewing the profit distribution plan for 2021 prepared by the company, we believe that the profit distribution plan formulated by the company complies with the company law, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association. The implementation of the plan matches the company's operating performance and development stage, The company is approved to implement the profit distribution plan, and the proposal needs to be submitted to the general meeting of shareholders for deliberation.
3、 Independent opinion on the 2021 internal control self evaluation report
The company has established a relatively perfect corporate governance structure and a sound internal control system in combination with the basic norms of enterprise internal control and its supporting specific norms and the relevant provisions of the company's internal audit system, which meet the requirements of relevant national laws, regulations and securities regulatory authorities; The company has established a sound and effective internal control system for all internal business links, and the relevant systems have been well implemented and implemented. We believe that the
Guizhou Chanhen Chemical Corporation(002895) the 15th meeting of the third board of directors
The self-evaluation report truly, comprehensively and objectively reflects the actual situation of the construction and operation of the company's internal control system, and there is no situation that damages the interests of the company and minority shareholders.
4、 Independent opinions on the proposal on renewing ShineWing as the company's audit institution in 2022
ShineWing Certified Public Accountants (special general partnership) is a long-term cooperative audit institution of the company. It has the qualification and staffing of securities and futures related businesses, meets the independence requirements of the company's audit work, and has the professional ability to perform the audit work and investor protection ability. The company continues to hire it as the company's audit institution in 2022, which is conducive to maintaining the continuity and stability of the audit work, It is conducive to ensuring the quality of the company's audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. The deliberation procedure of the proposal complies with the relevant provisions of relevant laws and regulations, and it is unanimously agreed to renew the appointment of ShineWing as the audit institution of the company in 2022. The proposal needs to be submitted to the general meeting of shareholders for deliberation.
5、 Independent opinions on the proposal on confirming the amount of daily connected transactions in 2021 and increasing the estimated amount of daily connected transactions with bosus in 2022
The company confirms it according to the actual situation of daily related party transactions in 2021, and increases the estimated amount of daily related party transactions with bosus due to the rise of product prices, which belongs to normal commercial transactions, and the pricing basis is reasonable. Increasing the estimated amount of daily related party transactions does not harm the interests of the company and shareholders, especially the interests of minority shareholders, and complies with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange; The related directors have avoided voting on this matter, and the voting procedures are legal and compliant. The independent directors unanimously agree on this matter. After the proposal is considered and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for deliberation.
6、 Independent opinions on the proposal related to the company's non-public offering of shares
1. Independent opinions on the company's non-public offering of shares
The proposal related to the company's non-public offering of shares was deliberated and adopted at the 15th meeting of the third board of directors of the company. The convening, convening and voting procedures of this board meeting comply with the provisions of relevant laws, regulations and the articles of association.
In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the measures for the administration of securities issuance and underwriting and other current laws and regulations, and in combination with the actual situation of the company, it is agreed that the company meets the conditions for non-public offering of RMB common shares (A shares) listed in China, The preparation of the non-public offering plan is reasonable and feasible, which is in line with the interests of the company and all shareholders. It is agreed to submit the non-public offering proposal to the general meeting of shareholders of the company for deliberation.
The proposals related to the non-public shares of the company need to be reviewed and approved by the general meeting of shareholders of the company and approved by the CSRC before implementation.
Guizhou Chanhen Chemical Corporation(002895) the 15th meeting of the third board of directors
2. Independent opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of a shares
After reviewing the feasibility analysis report on the use of funds raised by non-public development banks' A-share shares, it is agreed that the investment project of the raised funds complies with relevant national industrial policies, the development trend of the company's industry and the company's future development plan, is conducive to improving the profitability of the company and the interests of the company and all shareholders of the company. Therefore, it is unanimously agreed that the feasibility analysis report on the use of funds raised by non-public development banks' A-share shares shall be submitted to the general meeting of shareholders of the company for deliberation.
3. Independent opinions on diluting the immediate return, taking filling measures and relevant commitments after the company's non-public offering of a shares
In accordance with the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, several opinions on further promoting the healthy development of the capital market and the guiding opinions on matters related to the dilution of immediate returns in initial public offering, refinancing and major asset restructuring issued by the General Office of the State Council, the company analyzed the impact of this non-public offering of A-Shares on the dilution of immediate returns, And formulate specific measures for filling and return, and relevant subjects have made commitments to the practical implementation of the company's measures for filling and return.
It is agreed that the company's analysis of the impact of non-public offering of shares on dilution of immediate return, relevant filling measures and commitments are in line with the provisions of relevant laws and regulations and in the interests of the company and all shareholders.
We agree with the company's proposal on filling the diluted immediate return and filling measures after the company's non-public development of a shares, and the proposal of the company's directors, senior managers, controlling shareholders and actual controllers on earnestly fulfilling the company's commitment to filling the diluted immediate return of non-public issuance of a shares, and agree to submit these proposals to the company's general meeting of shareholders for deliberation.
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Guizhou Chanhen Chemical Corporation(002895) the 15th meeting of the third board of directors
(there is no text on this page, which is the signature page of Guizhou Chanhen Chemical Corporation(002895) independent directors' special explanation and independent opinions on relevant matters of the 15th meeting of the third board of directors)
Signature of independent director:
Yan Kangping, Li shuanghai, Chen Zhenhua
April 15, 2022
