Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Independent directors’ opinions on the fifth meeting of the third board of directors
Prior approval opinions on relevant matters
In accordance with the Listing Rules of Shanghai Stock Exchange’s science and Innovation Board (hereinafter referred to as the “Stock Listing Rules”), the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (hereinafter referred to as the “regulatory guidelines No. 2”) and other laws and regulations, as well as the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of Association (hereinafter referred to as the “articles of association”) In accordance with the relevant provisions of the measures for the administration of Shanghai Haoyuan Chemexpress Co.Ltd(688131) raised funds (hereinafter referred to as the “measures for the administration of raised funds”), as an independent director of Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as the “company”), we hereby issue the following pre approval opinions on the relevant matters considered at the fifth meeting of the third board of directors of the company:
1、 Prior approval opinions on the proposal on employing the company’s audit institution in 2022
After verification, we believe that Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as “Rongcheng certified public accountants”) has the experience and ability to provide audit services for listed companies, can meet the requirements of the company’s annual financial audit and internal control audit, and has professional competence; It can follow the independent, fair and objective practice standards to provide independent audit for the company and has independence; Rongcheng certified public accountants has received 0 criminal punishment, 0 administrative punishment, 1 supervision and management measure, 1 self-discipline supervision measure and 0 disciplinary punishment for its practice in recent three years. Five employees have been subject to self regulatory measures once due to their professional behavior during their practice in Rongcheng certified public accountants in recent three years; 11 employees have been supervised and managed once during their practice in Rongcheng certified public accountants in recent three years. Ten employees have been subject to supervision and management measures once each during their practice in other accounting firms in recent three years., Pan Shengguo, the project partner, Liu Lijuan, the signing certified public accountant and Tang Yan, the reviewer of project quality control, have not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions for their professional behavior in recent three years. Rongcheng certified public accountants and the above personnel do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants.
Rongcheng certified public accountants has purchased professional liability insurance for certified public accountants, and the purchase of professional insurance complies with relevant regulations; As of December 31, 2021, the cumulative limit of liability and compensation is 900 million yuan. In the past three years, there has been no relevant civil litigation and civil liability in practice, and it has the ability to protect investors.
We agree to employ Rongcheng accountant as the company’s audit institution in 2022 and agree to submit the proposal to the fifth meeting of the third board of directors for deliberation.
2、 Prior approval opinions on the proposal on the prediction of related party transactions of the company in 2022
After verification, we believe that the company’s estimated related party transactions in 2022 are mainly purchases and sales within the normal business scope, in line with the actual situation of the company’s daily production and operation, the transaction is commercially reasonable, the transaction pricing follows the market-oriented principles of fairness, impartiality and fairness, does not affect the independence of the company, does not damage the interests of the company and shareholders, especially the interests of minority shareholders, and will not affect the independence of the company, The company will not rely on related parties due to related party transactions.
We agree with the prediction of the company’s connected transactions in 2022 and agree to submit the proposal to the fifth meeting of the third board of directors for deliberation.
Independent directors: Gao Yao, Yuan Bin, Zhang Xingxian April 20, 2022
