Shanxi Huayang New Materialco.Ltd(600281) independent directors
About the third meeting of the seventh board of directors in 2022
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 stock listing rules of Shanghai Stock Exchange, the governance standards of listed companies, the articles of association, the working system of independent directors of the company and other relevant provisions, we, as independent directors of Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as “the company”), take a serious and responsible attitude, based on objective and independent judgment, We have carefully checked the relevant matters considered at the third meeting of the seventh board of directors in 2022. After careful discussion, we hereby express independent opinions on the following matters as follows:
1、 Independent opinions on the company’s profit distribution plan in 2021
According to the audit report issued by ZTE caiguanghua Certified Public Accountants (special general partnership), the accumulated undistributed profit of the company is negative. No profit distribution will be carried out temporarily in 2021, and no capital reserve will be converted into share capital, which is conducive to the stable operation of the company and in line with the long-term interests of shareholders. We agree with the above distribution plan of the board of directors of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the implementation of the company’s daily connected transactions in 2021 and the expected daily connected transactions in 2022
The implementation of the company’s 2021 daily related party transaction plan and the 2022 daily related party transaction plan formulated by the company meet the needs of the company’s daily production and operation activities. The price of related party transactions is determined by referring to the market price. The pricing policy and pricing basis are reasonable, sufficient and fair, reflecting the principles of fairness, impartiality and integrity, and there is no situation that damages the interests of the company and all shareholders, especially the majority of minority shareholders, The company’s business will not rely on related parties. Agree on the implementation of the company’s 2021 daily connected transaction plan and the 2022 daily connected transaction plan formulated by the company; When voting on the above proposals, the related directors avoided voting, and the decision-making and voting procedures were legal and compliant. Agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s employment of financial audit institutions and internal control audit institutions in 2022 ZTE financial Guanghua certified public accountants has the qualification in the securities industry, has the experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial and internal control audit in 2022, can independently audit the company’s financial status, and will not damage the interests of the company’s controlling shareholders and minority shareholders.
The decision made by the board of directors and the relevant laws and regulations on the proposed renewal of the board of directors shall comply with the provisions of the articles of association and the relevant laws and regulations. It is agreed to employ ZTE caiguanghua certified public accountants as the financial audit institution and internal control audit institution of the company in 2022, and it is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinion on internal control evaluation report in 2021
The 2021 annual internal control evaluation report of the company is prepared in accordance with the basic norms of enterprise internal control and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions for the annual internal control evaluation report, which reflects the actual situation of corporate governance and internal control and achieves the goal of internal control in 2021. It is agreed that the company shall disclose the internal control evaluation report of 2021 and submit it to the general meeting of shareholders for deliberation.
5、 Independent opinion on the amount of guarantee expected to be provided for subsidiaries in 2022
The amount of guarantee provided by the company for wholly-owned subsidiaries is estimated according to the actual situation of the company’s business, which belongs to the needs of normal production and operation. The guaranteed subsidiaries are in good financial condition and have solvency. The guarantee complies with relevant laws, regulations, normative documents and the articles of association, and has performed the decision-making and approval procedures in strict accordance with the Listing Supervision Regulations. 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 provide guarantee for its subsidiaries according to the expected guarantee amount of this proposal, and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the provision for impairment of large assets
The company’s provision for asset impairment this time complies with the principle of prudence, which can more truly and accurately reflect the company’s asset status and operating results in 2021. The company’s decision-making, deliberation and voting procedures comply with relevant laws, regulations and 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. It is agreed that the company shall withdraw the provision for impairment of large assets this time and submit it to the general meeting of shareholders of the company for deliberation.
Shanxi Huayang New Materialco.Ltd(600281) independent director: Tian Wang, Lin Yang Zhijun, Ji Junhui April 18, 2022
