Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Independent directors’ opinions on the fifth meeting of the third board of directors
Independent 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 independent directors of Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as the “company”), we hereby express independent opinions on the relevant matters considered at the fifth meeting of the third board of directors of the company as follows:
1、 Independent 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) 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. 10 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. Have a good record of integrity; Rongcheng certified public accountants can bear the civil liability for compensation caused by audit failure, have the ability to protect investors, and do not damage the interests of the company and shareholders (especially minority shareholders).
We agree to employ Rongcheng Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
2、 Independent opinions on the proposal on the remuneration of directors of the company in 2022
After review, we believe that the company’s remuneration plan for directors and supervisors is formulated in combination with the current remuneration level of the company and with reference to the level of excellent companies in the same industry, which is conducive to give full play to the work enthusiasm of directors and supervisors, meets the needs of the company’s long-term development and does not harm the interests of the company and minority shareholders.
We agree to the remuneration of directors and supervisors of the company.
3、 Independent opinions on the proposal on the remuneration of senior managers of the company in 2022
After review, we believe that the compensation plan for senior managers determined by the company this time is based on the salary level of the company’s industry and scale, combined with the actual operation of the company, which is conducive to strengthening the diligence of senior managers, promoting the company to improve work efficiency and operating efficiency, meeting the needs of the company’s long-term development and not damaging the interests of the company and minority shareholders.
We agree with the remuneration of senior management.
4、 Independent opinions on the proposal on profit distribution plan in 2021
The board of directors considered that the company’s profit distribution plan for the year 2021, which is conducive to the healthy development of the company, is in line with the provisions of the articles of association and the company’s profit distribution plan for the year 2021. The profit distribution plan fulfilled the commitment made by the company on profit distribution during the initial public offering. The voting procedure for the board of directors to consider the plan is legal and effective. The independent directors have no objection to the profit distribution plan of 2021.
We agree to the company’s profit distribution plan for 2021.
5、 Independent opinions on the proposal on the prediction of related party transactions of the company in 2022
After review, we believe that the company’s estimated daily 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. The deliberation and voting of the proposal comply with the provisions of relevant laws, regulations and the articles of association, and the related directors Zheng Baofu and Jin feimin abstained from voting.
We agree with the prediction of the company’s daily connected transactions in 2022.
6、 Independent opinions on the proposal on the special report on the deposit and use of raised funds in 2021
After review, we believe that the deposit and actual use of the company’s raised funds in 2021 comply with the relevant laws and regulations of the China Securities Regulatory Commission and Shanghai Stock Exchange, and comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, etc, There is no violation in the management and use of raised funds, and there is no damage to the interests of all shareholders, especially minority shareholders. The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and has earnestly fulfilled the obligation of information disclosure.
7、 Independent opinions on the proposal on the evaluation report of internal control in 2021
After review, we believe that the company has continuously improved its internal control system in 2021. All internal controls are in line with the actual situation of the company and can ensure the normal operation of the company’s operation and management. There are no major defects or important defects in the company’s internal control.
The opinions are hereby.
Independent directors: Gao Yao, Yuan Bin, Zhang Xingxian April 20, 2022
