Baoding Lucky Innovative Materials Co.Ltd(300446) independent director
Independent opinions on relevant matters of the company
Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "the company" or "the company") held the 14th meeting of the 4th board of directors on April 15, 2021. As an independent director of the company, we attended the meeting. In accordance with the company law of the people's Republic of China, the rules for independent directors of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, as an independent director of the company With a responsible attitude, all shareholders and investors have carefully checked the following matters of the company, and expressed the following independent opinions on relevant matters of the company:
1、 Independent opinions on the company's profit distribution plan in 2021
After review, we believe that the plan for no profit distribution in 2021 formulated by the board of directors of the company meets the actual situation and development needs of the company and is conducive to the normal operation and healthy development of the company; In line with the company law and the articles of association, in line with the interests of the company's shareholders and without harming the interests of the company's shareholders, especially the minority shareholders, we unanimously agree to submit the company's profit distribution plan for 2021 to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company's use of idle self owned funds for cash management
After review, we believe that: on the premise of ensuring the daily operation and capital safety, the company uses its temporarily idle own funds for cash management, which is conducive to improving the use efficiency and income of the company's funds, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will use temporarily idle self owned funds with a maximum amount of no more than 300 million yuan for cash management.
4、 Independent opinions on the guarantee provided by the company to its wholly-owned subsidiaries and holding subsidiaries
After review, we believe that the company provides short-term financing guarantee of working capital and long-term loan guarantee of fixed assets for the wholly-owned subsidiary Sichuan lucky new materials Co., Ltd. and the holding subsidiary Baoding lucky Chemical Co., Ltd. in order to meet the capital needs of its project construction and operation. At present, the project construction and operation of Sichuan lucky new materials Co., Ltd. and Baoding lucky Chemical Co., Ltd. are in good condition, and the financial risk is controllable. The provision of guarantees for subsidiaries this time is in line with the overall interests of the company, does not damage the interests of the company and shareholders, and will not have an adverse impact on the normal operation and business development of the company. The deliberation and decision-making procedures for the provision of guarantee for the company comply with the provisions of relevant laws, regulations and the articles of association.
We unanimously agreed to submit the proposal on the company's plan to apply for comprehensive credit for short-term borrowings of working capital from financial institutions and provide guarantee to subsidiaries and the proposal on the company's plan to apply for comprehensive credit for long-term borrowings of fixed assets from financial institutions and provide guarantee to subsidiaries to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the deposit and use of raised funds in 2021
After review, we believe that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations in the deposit and use of raised funds.
6、 Independent opinions on capital occupation and external guarantee of the company's controlling shareholders and other related parties in 2021
After review, we believe that:
Audited by the accounting firm and issued the special instructions on the occupation of Baoding Lucky Innovative Materials Co.Ltd(300446) non operating funds and other related capital transactions. The company has no controlling shareholders, actual controllers and other related parties occupying the company's funds. There is also no occupation of the company's funds by controlling shareholders, actual controllers and other related parties that occurred in previous years and accumulated to December 31, 2021.
1. During the reporting period, the company did not occupy the company's funds by controlling shareholders, actual controllers and other related parties. The company also does not have the controlling shareholders, actual controllers and other related parties occupying the company's funds that occurred in previous years and accumulated to December 31, 2021.
2. During the reporting period, lucky group, the controlling shareholder of the company, provided a total amount of 120 million yuan of full guarantee for the financing and credit of the company in 2021. Since lucky group holds 30.61% of the shares of the company, the company provides corresponding counter guarantee for the 69.39% excess share ratio of lucky group for the above credit line, with the guarantee amount of 83.268 million yuan, and the guarantee method is guarantee. Except for the counter guarantee provided by the above company to lucky group, the company does not provide guarantee for the controlling shareholder, actual controller and other related parties, any legal entity or individual. The company also has no external guarantee that occurred in previous years and accumulated to December 31, 2021.
7、 Independent opinion on self-evaluation report of internal control in 2021
After reviewing the self-evaluation report on internal control in 2021 prepared by the company and consulting the company's internal control and other relevant documents, we believe that the company has established a relatively perfect internal control system and can be effectively implemented and implemented in all key links of the company's operation, such as procurement, production and sales, related party transactions, external guarantee, major investment, use of raised funds Information disclosure has played a good role in risk management and control. The company's self-evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the construction and operation of the company's internal control system.
8、 Independent opinions on the company's daily related party transactions in 2021 and the forecast of daily related party transactions in 2022
After review, we believe that the daily connected transactions of the company in 2021 have been reviewed and confirmed by the accounting firm. The daily connected transactions are required by the company's normal business. The connected transactions are fair and fair, and the transaction price is fair, which will not affect the independence of the company; Affected by the epidemic situation, the construction progress of "Rakai new materials and electronic materials R & D and industrial base (phase I) project" is less than expected and Rakai chemical stops production and relocation. The company adjusts relevant production and sales plans and project construction plans, resulting in a large difference between the actual amount and the original prediction, which will not have a significant impact on the company's operation and damage the interests of the company and minority shareholders.
The prediction of daily connected transactions in 2022 is required by the company's production, operation and normal development in 2022. It conforms to the principles of openness, fairness and impartiality, and the pricing is fair. There is no situation that damages the interests of the company's shareholders, especially small and medium-sized shareholders.
We unanimously agree to submit the proposal on the daily connected transactions in 2021 and the expected daily connected transactions in 2022 to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the company's intention to sign the financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd
After review, we believe that the signing of the financial service agreement between the company and aerospace finance company is conducive to the company to explore financing channels, increase financing methods and reduce financing costs, which is in line with the needs of the company's operation and development.
This connected transaction follows the principle of fairness and rationality, has no negative impact on the current and future financial status and operating results of the company, will not affect the independence of the company, and does not damage the legitimate rights and interests of the company and all shareholders, especially medium and small shareholders and non connected shareholders. During the voting process of the board of directors of the company, relevant related directors have avoided voting according to law, and the voting procedures comply with the provisions of the company law, securities law and other relevant laws and regulations and the articles of association.
We unanimously agree that the company intends to sign the financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd., and agree to submit the proposal on the company's intention to sign the financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the company's remuneration plan for directors, supervisors and senior managers in 2022 and the adjustment of allowances for independent directors
After review, we believe that the company's salary plan is reasonable according to the salary level of the industry and region, combined with the actual situation of the company's operation and development, which is in line with the actual situation of the company, is conducive to improving the competitiveness of the company, ensuring the realization of the company's development strategic objectives and in line with the interests of investors. We agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Independent opinions on applying for cancellation of delisting risk warning and other risk warnings
After review, we believe that:
According to the relevant provisions of the listing rules, the company did not encounter any of the circumstances specified in Items 1 to 4 of paragraph 1 of article 10.3.10 of the Listing Rules in 2021, and met the conditions for applying for cancellation of delisting risk warning specified in article 10.3.6 of the listing rules. The cancellation of delisting risk warning of the company's shares can truly reflect the company's operation and help protect the interests of the company and minority shareholders. Therefore, we unanimously agree that the company submits an application for canceling delisting risk warning for the company's stock trading to Shenzhen Stock Exchange.
According to the relevant provisions of the listing rules, the corresponding circumstances specified in Item (I) of article 9.4 of the listing rules that the company touches on other risk warnings have been eliminated, and the company does not have other circumstances under which other risk warnings are implemented as specified in article 9.4 of the listing rules. The cancellation of other risk warnings for the company's shares can truly reflect the company's operation and help protect the interests of the company and minority shareholders. Therefore, we unanimously agree that the company shall submit an application to Shenzhen stock exchange for the cancellation of other risk warnings for the company's stock trading. 12、 Independent opinions of independent directors on purchasing liability insurance for directors, supervisors, senior managers and other responsible persons of the company
After review, we believe that purchasing liability insurance for the company and all directors, supervisors, senior managers and other responsible persons is conducive to promoting the compliance performance of directors, supervisors and senior managers and reducing the possible risks and losses during the performance of their duties; It helps to improve the company's risk management system and protect the rights and interests of the company and investors. Its decision-making process is legal and effective, and there is no situation that damages the interests of shareholders, especially the interests of small and medium-sized investors.
Therefore, we unanimously agree to be the company and all directors, supervisors, senior managers and other responsible persons
Independent director: Guo Lili, Zhang Zhijun, Liu Hongchuan
April 15, 2022
