Xi’An Manareco New Materials Co.Ltd(688550) independent directors
Independent opinions on matters related to the fifth meeting of the third board of directors
Xi’An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as “the company”) held the fifth meeting of the third board of directors on April 15, 2022. In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors, as independent directors of the company, we express the following independent opinions on the relevant matters of the fifth meeting of the third board of directors of the company on the basis of careful and prudent examination and independent judgment based on the attitude of being highly responsible to the company and all shareholders:
1、 Independent opinions on the proposal on profit distribution in 2021
The profit distribution plan for 2021 proposed by the company complies with the relevant requirements on profit distribution in laws and regulations such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the articles of association and the company system, and has fully taken into account the company’s financial situation, investor returns The actual situation of the company and the needs of sustainable business development are in line with the interests of the company and all shareholders.
To sum up, we unanimously agree to the proposal on profit distribution in 2021 and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal 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 company truly, accurately and completely reflects the deposit, use and management of raised funds in 2021, meets the requirements of relevant laws, regulations and normative documents 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, and the company’s management and use of raised funds are legal and compliant, There is no disguised change in the purpose of the raised funds, no illegal use of the raised funds, no undisclosed information that should be disclosed, no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and no false records, misleading statements or major omissions.
To sum up, we unanimously agree to the proposal on the special report on the deposit and use of raised funds in 2021.
3、 Independent opinions on the implementation of daily connected transactions in 2021 and the proposal on daily connected transactions in 2022
In 2021, the related party transactions of the company were all due to the application for comprehensive credit from the bank, and the company accepted the free guarantee provided by the actual controller and the largest shareholder. In accordance with the provisions of Shanghai Stock Exchange and the articles of association, the interests of listed companies are not affected by the unilateral disclosure or non acceptance of guarantees by shareholders of Listed Companies in accordance with the provisions of Shanghai Stock Exchange and the articles of association.
The company expects that there will be no related party procurement, related party sales and guarantee for related parties in 2022. This prediction is in line with the actual situation of the company’s business. Standardizing and reducing related party transactions is conducive to the healthy and sustainable development of the company.
In conclusion, we unanimously agree to the proposal on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on internal control evaluation report in 2021
The company’s internal control system is perfect, which can cover all links in the company’s daily production and operation activities, and is effectively implemented in the company’s daily operation and management, plays a good role in management, control and supervision of the company’s operation, and can effectively ensure the safety and integrity of the company’s assets. The content of the company’s internal control evaluation report meets the requirements of the basic norms of enterprise internal control and relevant laws, regulations and normative documents, objectively reflects the actual situation of the construction and implementation of the company’s internal control system, and the internal control system generally meets the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange.
To sum up, we unanimously agree with the company’s proposal on the internal control evaluation report in 2021. 5、 Independent opinions on the proposal on the provision for asset impairment in 2021
The company’s decision-making procedure for withdrawing the provision for asset impairment is legal, in line with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, can fairly reflect the company’s asset status, in line with the interests of the company and all shareholders, and there is no damage to the legitimate rights and interests of the company and minority shareholders.
To sum up, we unanimously agree to the proposal on the provision for asset impairment in 2021.
6、 Independent opinions on the proposal on using some idle raised funds for cash management
The company’s use of some idle raised funds for cash management is carried out on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds, which will not affect the normal construction of the projects of raised funds and the normal use of the raised funds of the company. The company’s cash management of idle raised funds this time is conducive to improving the use efficiency of raised funds, increasing the company’s income and obtaining a better return on investment for the company and shareholders. The approval procedure of the proposal complies with the provisions and requirements of relevant laws, regulations and normative documents 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 science and Innovation Board of Shanghai Stock Exchange, and there is no disguised change in the investment direction of raised funds and damage to the interests of shareholders, especially small and medium-sized shareholders, which is in line with the development needs of the company.
To sum up, we unanimously agree to the proposal on cash management using some idle raised funds and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on using some idle self owned funds for cash management
On the premise of ensuring the capital and capital security required by the company’s normal operation, the company uses idle self owned funds for cash management to purchase investment products with high investment security and good liquidity, which is conducive to improving the utilization rate of idle self owned funds, obtaining certain investment income and obtaining more returns for the company and shareholders. The use of some idle self owned funds for cash management this time has fulfilled the necessary review procedures, in line with the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we unanimously agree to the proposal on using some idle self owned funds for cash management and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on developing foreign exchange forward settlement and sales business
The company has overseas procurement and overseas sales, and the settlement is mainly in US dollars and euros. The sharp fluctuation of exchange rate, especially the exchange loss caused by the appreciation of RMB, will have a great impact on the company’s performance. The company’s foreign exchange forward settlement and sales business is based on the needs of the company’s normal operation and business development. The purpose is to avoid the risks of the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company’s operating performance, and meet the company’s practical needs.
At the same time, the review procedures of the company’s foreign exchange forward settlement and sales business comply with the provisions of relevant laws and regulations and the company’s internal system, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
To sum up, we unanimously agree to the proposal on carrying out foreign exchange forward settlement and sales business and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on the renewal of the company’s audit institution in 2022
Zhitong accounting firm (special general partnership), which the company plans to renew, is qualified to engage in Securities and futures related businesses, has rich audit experience of listed companies and a professional team with excellent quality, and can continue to meet the requirements of the company’s audit in 2022. The review procedure of the company’s appointment of an accounting firm complies with the relevant provisions of laws, regulations and the articles of association, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we agree to continue to employ Grant Thornton Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agree to submit the proposal on renewing the company’s audit institution in 2022 to the general meeting of shareholders for deliberation.
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Mei Xuefeng, Li Zheng, Xiao Baoqiang
April 15, 2022
