Beijing Bayi Space Lcd Technology Co.Ltd(688181) independent directors
Related matters of the 14th meeting of the 4th board of directors
Independent opinion of
In accordance with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, as independent directors of Beijing Bayi Space Lcd Technology Co.Ltd(688181) (hereinafter referred to as the “company”), based on the principle of seeking truth from facts, we, The independent opinions are as follows:
1. Independent opinions on the company’s profit distribution plan for 2021
All independent directors of the company believe that the company’s non distribution of profits and non conversion of capital reserve into share capital in 2021 is a comprehensive consideration based on the company’s current operating performance, production and operation needs, future capital investment needs and the long-term interests of all shareholders. Its decision-making procedures are legal, in line with relevant laws and regulations, the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the relevant provisions of the articles of association, the actual situation of the company and the needs of long-term development planning; There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation. 2. Independent opinions on the renewal of the financial and internal control audit institution in 2022
All independent directors of the company believe that Zhitong Certified Public Accountants (special general partnership) has been diligent and conscientious during its tenure as the company’s audit institution, and has fairly and reasonably expressed independent audit opinions. In order to ensure the continuity and integrity of the company’s audit work, we unanimously agree that the company will continue to hire Zhitong Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022, and agree to submit this proposal to the company’s 2021 annual general meeting for deliberation.
3. Independent opinions on confirming the remuneration of directors and senior managers of the company in 2021
All independent directors of the company believe that the remuneration of directors and senior managers in 2021 determined by the board of directors of the company with reference to the remuneration levels of industries and regions and in combination with the company’s business development in 2021 and the performance of directors and senior managers in 2021 is in line with the actual situation of the company, conducive to the long-term development of the company and does not harm the interests of the company and shareholders. It is agreed to submit the remuneration of directors to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
All independent directors of the company have carefully reviewed the special report on the deposit and use of raised funds in 2021 prepared by the board of directors, and believe that the deposit and use of raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there is no illegal use of raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
5. Independent opinions on the company’s internal control evaluation report in 2021
All independent directors of the company believe that the company has established a relatively perfect internal control system and can be effectively implemented. The 2021 internal control evaluation report prepared by the company comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company’s internal control system, and does not damage the interests of the company and its shareholders, especially the minority shareholders.
6. Proposal on by election of the fourth session of non independent directors
All independent directors of the company believe that the procedures for the by election of non independent director candidates by the board of directors of the company comply with the relevant provisions of the company law and the articles of association. After reviewing the resume of Mr. Meng Ziyang, a candidate for non independent director, and understanding his work experience, It is in conformity with the relevant provisions of the company law and the articles of association that it is not found that it is not allowed to serve as a director of a listed company as stipulated in the company law and the articles of association, and that it is identified as a market prohibited person by the CSRC and the prohibition has not been lifted. Agree to elect Mr. Meng Ziyang as the candidate of non independent directors of the Fourth Board of directors of the company, and the term of office starts from the date of deliberation and approval of the general meeting of shareholders of the company to the date of expiration of the Fourth Board of directors, and agree to submit the proposal on by election of the fourth non independent directors to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Proposal on the investment of wholly-owned subsidiaries in the construction of projects with an annual output of 1351 tons of advanced pharmaceutical intermediates and 30 tons of APIs
All independent directors of the company believe that the investment and construction of the project with an annual output of 1351 tons of advanced pharmaceutical intermediates and an annual output of 30 tons of API by the wholly-owned subsidiary of the company meets the needs of the company’s development strategy and the provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange Kechuang board, the self regulatory guidance No. 1 of Shanghai Stock Exchange Kechuang board listed companies – standardized operation, There is no situation that damages the interests of the company and minority shareholders. We agree to the proposal on the investment and construction of projects with an annual output of 1351 tons of advanced pharmaceutical intermediates and 30 tons of APIs by wholly-owned subsidiaries.
8. Proposal on the extension of some raised investment projects
All independent directors of the company believe that the postponement of some raised investment projects is a prudent decision made by the company according to the actual situation of project implementation and will not affect the normal operation of the company. The decision-making and approval procedures comply with the provisions of relevant laws and regulations 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 guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s raised funds management system. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, especially small and medium-sized shareholders. Agree to the extension of some raised investment projects.
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Independent directors: hanxudong, caorei, Lu Jin April 19, 2022
