Fujian Sunner Development Co.Ltd(002299) independent directors
Independent opinions on matters related to the 7th Meeting of the 6th board of directors
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Fujian Sunner Development Co.Ltd(002299) articles of association, the Fujian Sunner Development Co.Ltd(002299) independent director system and other relevant provisions, we, as independent directors of Fujian Sunner Development Co.Ltd(002299) (hereinafter referred to as the “company”), are diligent, objective and fair, Based on independent judgment, we hereby express the following opinions on the relevant matters considered at the seventh meeting of the sixth board of directors of the company:
1、 Independent opinions on the 2021 internal control evaluation report of the company
The company formulated the internal control system and normative system in strict accordance with relevant laws, regulations and the relevant requirements of the articles of association, which effectively ensured the orderly development of the company’s production, operation and management activities and better controlled the risks in all links of the company’s production and operation. The report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system, and there is no damage to the interests of the company and minority shareholders. Therefore, we agree to the 2021 annual internal control evaluation report of the company.
2、 Independent opinions on the proposal on the renewal of the company’s audit institution in 2022
Rongcheng Certified Public Accountants (special general partnership) is an accounting firm mainly engaged in the audit business of listed companies. It has the ability to independently undertake the business of certified public accountants and the qualification to engage in Securities and futures related businesses according to law. It has achieved a certain industry status in terms of business scale, practice quality and social image. It has rich experience and strong professional service ability to provide high-quality audit services for listed companies for many years, It can better meet the requirements of the company to establish and improve internal control and financial audit. The company’s continued employment of Rongcheng Certified Public Accountants (special general partnership) as the audit institution in 2022 complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations and the articles of association, conforms to the fundamental interests of the company, and does not damage the interests of the company and minority shareholders. Agree to the proposal on renewing the appointment of the company’s audit institution in 2022.
3、 The proposal on the estimation of related party transactions of the company and its subsidiaries in 2022 is independent and strictly follows the principle of reasonable and fair pricing, which is conducive to improving the operation efficiency of the company. The deliberation and voting procedures of related party transactions in this year are in compliance with laws and regulations, such as the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the relevant provisions of the articles of association, and will not damage the interests of the company and all shareholders, nor affect the independence of the company. Therefore, we agree to the proposal on the estimated related party transactions of the company and its subsidiaries in 2022.
4、 Independent opinions on the remuneration plan for directors, supervisors and senior managers of the company in 2022
In accordance with the requirements of the company’s internal systems such as the articles of association, the rules of procedure of the board of directors and the rules of procedure of the remuneration and assessment committee of the board of directors, and with reference to the remuneration level of the industry and region where the company is located, the company has formulated the remuneration scheme for directors and supervisors in 2022, which is conducive to mobilizing the enthusiasm and creativity of directors, supervisors and senior managers and the sustainable and stable development of the company. Therefore, we agree to the compensation plan for directors, supervisors and senior managers of the company in 2022.
5、 Independent opinions on the proposal on using idle self owned funds for securities investment and derivatives trading.
At present, the company’s operation is normal and its financial status and cash flow are good. On the premise of meeting the company’s daily cash needs, the company uses some idle self owned funds for securities investment and derivatives investment, which is conducive to reducing the risk to the company caused by the price fluctuation of bulk raw materials and improving the efficiency of the company’s capital use. The decision-making procedures for the company’s securities investment and derivatives trading business this time comply with relevant regulations and the requirements of the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. It does not affect the development of the company’s daily business and is in line with the interests of the company and all shareholders. Therefore, we agree that the company will carry out securities investment and derivatives trading within the approved limit.
6、 Independent opinions on the proposal on developing commodity futures hedging business in 2022. The company’s futures hedging business is based on normal production and operation, with the purpose of reducing the impact of raw material price fluctuations on the company’s operating profits. It is not a hedging transaction for the purpose of speculation and profit, and there is no situation that damages the interests of the company and all shareholders. The company has established and improved the organizational structure, working mechanism, business process and risk control measures of hedging business, and formed a relatively complete risk management system. To sum up, we agree that the company will carry out futures hedging business of raw materials related to production and operation.
7、 Independent opinions on the proposal on the company’s profit distribution plan for 2021.
Based on the full understanding and examination of the proposal on the company’s profit distribution plan for 2021, after review, we believe that the company’s profit distribution plan for 2021 is in line with the provisions of the company law of the people’s Republic of China and the articles of association, the implementation of the plan is in the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. We agree to the proposal on the company’s profit distribution plan for 2021, And agreed to submit it to the general meeting of shareholders for deliberation.
8、 Independent opinions on the proposal on using idle self owned funds for entrusted financial management
The approval procedures of the company’s proposal on using idle self owned funds for entrusted financial management comply with relevant laws and regulations and the relevant provisions of the articles of association. Under the company’s perfect internal control system, using its own idle funds to purchase low-risk financial products can effectively control financial risks, ensure the safety of funds, improve the efficiency of the company’s use of funds and increase investment income, which is in line with the interests of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company’s use of idle self owned funds to purchase financial products this time.
9、 Independent opinions on the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan
In 2019, 9 incentive objects in the first grant part and 2 incentive objects in the reserved grant part of the restricted stock incentive plan have resigned for personal reasons and are no longer qualified as incentive objects. A total of 212443 restricted shares have been granted but not lifted; Among the incentive objects granted for the first time, the personal performance appraisal result of 6 persons in the second lifting period is C, and 7784 restricted shares granted but not lifted shall not be lifted. According to the measures for the administration of equity incentive of listed companies and the incentive plan and other relevant provisions, the company plans to repurchase and cancel a total of 220227 restricted shares granted to the above incentive objects but not lifted, and the repurchase price and number of shares are determined in accordance with the incentive plan.
The repurchase and cancellation of some restricted shares of the company this time complies with the provisions of relevant laws, regulations, normative documents and the incentive plan, and there is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree to cancel some restricted shares in this repurchase.
10、 Special instructions and independent opinions on the external guarantee of the company and the occupation of funds by related parties. The company strictly abides by the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice on regulating the external guarantee behavior of listed companies, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and other laws and regulations and the articles of association In accordance with the relevant provisions of the company’s external guarantee management system and the principle of seeking truth from facts, the company has carefully understood and verified the external guarantee of the company in 2021 and the funds occupied by the controlling shareholders and other related parties, and expressed the following independent opinions:
1. During the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers 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.
2. During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders, actual controllers and other related parties. The company also has no non operating occupation of the company’s funds by the controlling shareholders, actual controllers and other related parties that occurred in previous years and accumulated to December 31, 2021.
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(there is no text on this page, which is the signature page of the independent opinions of Fujian Sunner Development Co.Ltd(002299) independent directors on matters related to the seventh meeting of the sixth board of directors)
Signature of independent director:
He Xiurong, Wang Dong, Du Xingqiang
April 20, 2002
