Guangdong Kitech New Material Holding Co.Ltd(300995) independent director
Opinions of the third session of the 11th independent board of directors
In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the working system of independent directors of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as the “company”), as independent directors of the company, based on independent, objective and fair judgment, and in line with the working attitude of seeking truth from facts and being serious and responsible, After careful verification of the relevant matters considered at the 11th meeting of the third board of directors, we hereby express the following independent opinions:
1、 Independent opinions on the special report on the deposit and use of raised funds in 2021
The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company complies with the relevant provisions of the guidelines for self discipline supervision of companies listed on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions. The content is true, accurate and complete, without false records, misleading statements or major omissions, and truthfully reflects the actual deposit and use of raised funds in 2021, There are no irregularities in the deposit and use of raised funds.
2、 Independent opinion on self-evaluation report of internal control in 2021
After carefully reading the contents of the report, communicating with the company’s management and consulting the company’s management system, we believe that the company has established a sound internal control system, which meets the requirements of national laws, regulations and departmental rules, the internal control mechanism is complete, reasonable and effective, and all systems can be effectively implemented. The self-evaluation of the company’s internal control objectively reflects the real situation of the company’s internal control. We agree with the report. 3、 Independent opinions on 2021 profit distribution plan
After review, the company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the Shenzhen Stock Exchange GEM Listing Rules and the articles of association. The profit distribution plan complies with the company’s profit distribution policy, will not affect the normal operation and long-term development of the company, and will not damage the interests of the company’s shareholders, especially the minority shareholders.
To sum up, we unanimously agree to the company’s profit distribution plan for 2021 and agree to submit the plan to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on the proposal of using part of its own funds and idle raised funds for cash management
Under the condition of ensuring that the normal production and operation of the company and the normal progress of the investment plan of the raised funds and the safety of the raised funds are not affected, the company uses the temporarily idle raised funds and its own funds for cash management, which can effectively improve the use efficiency of the raised funds and protect the interests of shareholders. It will not conflict with the implementation plan of the investment project of the raised funds, nor will it change the investment direction of the raised funds in a disguised form There is no situation that damages the interests of all shareholders of the company, especially the minority shareholders, Comply with the requirements of relevant laws, regulations and rules, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association of the company, the management system of raised funds and so on, The decision-making procedure is legal and effective.
To sum up, we unanimously agree that the company uses part of its own funds and idle raised funds for cash management, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the determination of the remuneration of directors, supervisors and senior managers in 2021 and the remuneration scheme of directors, supervisors and senior managers in 2022
The determination of the remuneration of the company’s directors, supervisors and senior managers in 2021 and the remuneration scheme of directors in 2022 combine the remuneration level of the company’s industry and region and the actual operation of the company, which is conducive to improving the corporate governance structure, better safeguarding the legitimate rights and interests of the company and shareholders, mobilizing the work enthusiasm of the company’s directors and promoting their diligence, so as to improve the quality and efficiency of operation and management, Ensure the healthy, sustainable and stable development of the company. The implementation of the remuneration of directors, supervisors and senior managers of the company does not damage the interests of the company and shareholders, especially the interests of minority shareholders.
Based on the above situation, we agree to the proposal on the determination of directors’ remuneration in 2021 and directors’ remuneration scheme in 2022, and agree to submit the proposal on the determination of directors’ remuneration in 2021 and directors’ remuneration scheme in 2022 to the general meeting of shareholders for deliberation.
6、 Independent opinions on the occupation of funds by the company’s controlling shareholders and related parties in 2021
After verification, the controlling shareholders and other related parties of the company did not occupy the company’s funds during the reporting period, nor did the controlling shareholders and other related parties illegally occupy the company’s funds that occurred in previous years but continued to December 31, 2021.
7、 Independent opinions on the company’s external guarantee in 2021
After verification, as of December 31, 2021, the company has not provided guarantees for the controlling shareholders, their related parties and other third parties in the cumulative and current period, except for the guarantee for the subsidiaries, and there is no damage to the interests of the company and its shareholders, especially the minority shareholders.
There is no text below, which is the signature page of the independent opinions of Guangdong Kitech New Material Holding Co.Ltd(300995) independent directors on relevant matters of the 11th meeting of the third board of directors.
[this page is the signature page of the independent opinions of Guangdong Kitech New Material Holding Co.Ltd(300995) independent directors on relevant matters of the 11th meeting of the third board of directors, with no text]
Signature of independent director:
Zhao Jianqing, Liu Yuzhao, Rao Li
April 15, 2022
