Jiangsu Bide Science And Technology Co.Ltd(605298)
Opinions of independent directors on matters related to the fourth meeting of the third board of directors
separate opinion
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 rules for independent directors of listed companies and other relevant laws and regulations, normative documents and the relevant provisions of Jiangsu Bide Science And Technology Co.Ltd(605298) articles of association, as independent directors of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company”), based on independent and objective judgment, Independent opinions on relevant matters considered at the fourth meeting of the third board of directors of the company are as follows:
1、 Independent opinions on the plan for profit distribution and conversion of capital reserve into share capital in 2021
We reviewed the company’s plan for profit distribution and conversion of capital reserve into share capital in 2021, The guidelines on the implementation of the law of Shanghai Stock Exchange on the distribution of cash dividends of listed companies and the guidelines on the further implementation of the provisions of the law of Shanghai Stock Exchange on cash dividends of listed companies and the articles of association of listed companies No. 2023. The board of directors of the company comprehensively considers the future development and financial situation of the company and puts forward a plan for profit distribution and capital reserve converted into share capital in 2021, which is conducive to safeguarding the long-term interests of shareholders. We agree with the company’s 2021 profit distribution plan and the plan of converting capital reserve into share capital, and agree that the board of directors of the company will submit the proposal on the 2021 profit distribution plan and the plan of converting capital reserve into share capital to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on confirming the remuneration of directors, supervisors and senior managers in 2021
We have checked the salary assessment and payment of directors, supervisors and senior managers in 2021 and believe that the salary scheme of directors, supervisors and senior managers in 2021 is proposed by the salary and assessment committee in combination with the actual production and operation situation of the company and the analysis of the average salary level of the market industry under the macroeconomic conditions and in accordance with the requirements of the performance appraisal principles, The deliberation procedure of the reform proposal complies with the provisions of the articles of association and relevant laws and regulations.
3、 Independent opinion on employing the company’s 2022 annual audit institution and authorizing the board of directors to determine its remuneration
We checked the matter that the board of directors of the company plans to consider the renewal of Rongcheng Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022, and believe that Rongcheng Certified Public Accountants (special general partnership) is qualified to engage in securities business and can follow independent, objective and impartial professional standards during the audit of the company’s annual financial report, The audit of the annual financial report entrusted by the company has been well completed, and the audit results are objective and fair. We agree to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the auditor of the company’s financial report and internal control in 2022, and agree that the board of directors of the company will submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the company’s use of idle self owned funds for cash management
We reviewed the company’s use of idle self owned funds for cash management and believed that: on the premise of ensuring the safety of funds and funds required for the normal operation of the company, the company’s use of idle self owned funds with a limit of no more than RMB 250 million to purchase financial products with low risk, high security, good liquidity and an investment period of no more than 12 months is conducive to improving the utilization rate of idle self owned funds of the company, Obtain certain investment income and obtain more returns for the company and shareholders. The use of some idle self owned funds to purchase financial products has fulfilled the necessary review procedures, which is in line with the relevant provisions of the articles of association. 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 uses idle self owned funds of no more than RMB 250 million to purchase financial products.
5、 Independent opinions on the company’s use of idle raised funds for cash management
We have reviewed the company’s use of idle raised funds for cash management, and believe that: the company plans to use temporarily idle raised funds with a limit of no more than 200 million yuan (including 200 million yuan) for cash management, and the decision-making procedure for rolling use of funds within the above limit is in line with the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation (revised in 2022) Relevant provisions of the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013) and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies (revised in 2022). The company’s use of temporarily idle raised funds for cash management this time does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, does not change the purpose of the raised funds in a disguised manner, does not affect the normal development of the company’s main business, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree that the company will use the temporarily idle raised funds with a limit of no more than 200 million yuan (including 200 million yuan) for cash management within one year (including one year) from the date of deliberation and approval by the board of directors.
6、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
In 2021, the company conducted internal supervision and tracking on the company’s business activities and financial status according to the relevant internal control system to form a reasonable internal control system to ensure the healthy and stable operation of the company’s business activities under the internal control system. The company’s existing internal control system complies with the provisions of relevant laws and regulations and regulatory requirements, and basically maintains effective internal control related to the company’s business and management in all major aspects, without major defects. The company’s 2021 annual internal control evaluation report comprehensively, truly and accurately reflects the actual situation of the establishment, implementation, inspection and supervision of the company’s internal control system, without false records, misleading statements or major omissions. It is agreed to submit the proposal to the company’s 2021 annual shareholders’ meeting for deliberation.
7、 Independent opinions on changes in accounting policies
We have reviewed the changes of the company’s accounting policies and believe that the company has made corresponding changes to the accounting policies according to the requirements of the documents of the Ministry of finance. The changed accounting policies comply with the relevant provisions of the Ministry of Finance and do not damage the interests of the company and shareholders. This accounting policy change can more objectively and fairly reflect the company’s financial situation and operating results, and provide investors with more reliable and accurate accounting information. The procedures of this accounting policy change comply with relevant laws and regulations and the articles of association, and the company agrees to this accounting policy change. (no text below)
(there is no text above, which is the signature page of independent director’s independent opinions on matters related to the fourth meeting of the third board of directors) signature of independent director: Xu Zuojun: Peng Cheng: Zhang Yuan:
April 20, 2022
