Ningbo Color Master Batch Co.Ltd(301019)
Independent directors' opinions on the 16th meeting of the first board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the Ningbo Color Master Batch Co.Ltd(301019) articles of association and other relevant laws and regulations, as well as the company's rules and regulations, we are independent directors of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as the "company"), The opinions on relevant matters considered at the 16th meeting of the first board of directors are as follows:
1、 Independent opinions on the special report on the annual storage and use of raised funds
As an independent director of the company in accordance with the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of Association and other relevant provisions, After carefully reviewing the special report on the annual storage and actual use of raised funds (hereinafter referred to as the "special report") prepared by the company and the verification report on the storage and use of raised funds issued by Lixin Certified Public Accountants (special general partnership) hired by the company, and asking relevant business personnel, internal auditors and senior managers of the company,
Express the following independent opinions on the deposit and use of the company's raised funds in 2021 and the special report: the contents of the special report prepared by the company are true, accurate and complete, and there are no false records, misleading statements and major omissions. The special report prepared by the company complies with the relevant provisions of the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange and other relevant regulations of Shenzhen Stock Exchange, It truthfully reflects the actual deposit and use of the company's raised funds in 2019.
2、 Independent opinions on self evaluation report of internal control in 2021
By carefully reading the company's self-evaluation report on internal control in 2021, we express the following independent opinions: 1. The company has established a relatively perfect internal control system. The company's internal control system meets the requirements of relevant laws and regulations, meets the needs of the company's development, and can effectively prevent various risks in the process of the company's operation. The company's internal control system basically covers all aspects and links of the company's production and operation management, and regulates the company's related party transactions, external guarantees, major investments, risk prevention, information disclosure and other matters, which can be effectively implemented.
2. The self-evaluation report on internal control in 2021 objectively reflects the real situation of the company's internal control, summarizes the company's internal control comprehensively, and has clear requirements for the internal control work of the next year. The company shall further strengthen the supervision and inspection of internal control, continuously supervise and evaluate the effect of internal control, and timely find and improve the defects in internal control.
3、 Independent opinions on 2021 profit distribution plan
For the company's profit distribution plan for 2021, we believe that the company's operating performance in 2021 is good, and the appropriate implementation of the cash dividend scheme is matched with the growth of the company's performance and reasonable, which is conducive to adapt to the rapid development of the company and better return to public investors. We agree to the profit distribution plan for 2021 proposed by the board of directors of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the remuneration of directors and senior managers of the company in 2021 and 2022
1. The remuneration plans of the directors and senior managers of the company for 2021 and 2022 are formulated based on the remuneration level of the industry and region where the company is located, combined with the actual operation of the company, and after the assessment of personal daily work. They comply with the provisions of relevant laws, regulations and the articles of association, which is conducive to mobilizing the enthusiasm of the directors and senior managers of the company and the long-term development of the company.
2. The deliberation and voting procedures of the board of directors on the remuneration proposal of directors and senior managers comply with the requirements of the articles of association, rules of procedure of the board of directors and other regulations. We agree to the remuneration plan of the company's directors and senior managers submitted by the company, and agree to submit this proposal to the general meeting of shareholders for deliberation.
5、 Independent opinion on the proposed reappointment of the audit institution in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws, as well as the Ningbo Color Master Batch Co.Ltd(301019) articles of association, independent director system and other relevant systems, we are independent directors of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as the "company"), We reviewed the proposal on renewing the appointment of accounting firms in advance. Based on independent judgment, the following opinions are approved in advance. After review, we agree that Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin") has the qualification of securities practice and rich experience in auditing listed companies.
Therefore, the company agreed to renew the appointment of the accounting firm, agreed to submit the proposal to the board of directors for deliberation, and requested the board of directors to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the prediction of the company's daily related party transactions in 2022
In accordance with the relevant laws and regulations, rules and regulations such as the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the relevant provisions of Ningbo Color Master Batch Co.Ltd(301019) articles of association, we, as independent directors of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as "the company"), based on our independent judgment after carefully reviewing the materials related to the estimation of daily connected transactions in 2022, The independent opinions are as follows: the company and its subsidiaries expect that the corresponding income of daily connected transaction business with Jinzhong plasticizer's affiliates in 2022 is expected to not exceed 1.5 million yuan. The daily connected transactions are expected to meet the actual needs of the company's business development, which is reasonable and necessary. The pricing policy of related party transactions follows the principles of market fairness, impartiality and openness, and there is no situation that damages the interests of the company, minority shareholders and other shareholders. The company will not rely on related parties due to the related party transaction. When the board of directors of the company considered the matter, the related directors have avoided voting, and the expected approval procedures of this daily related party transaction comply with the provisions of relevant laws, regulations and the articles of association. We unanimously agree on the expected daily related party transactions of the company in 2022 and agree to submit the matter to the general meeting of shareholders for review.
7、 Independent opinions on the use of some temporarily idle raised funds and self owned funds for cash management
After verification, we believe that the company plans to use idle raised funds (including principal amount) of no more than 45 million yuan and its own funds of no more than 200 million yuan (including principal amount) for cash management without affecting the normal operation of the company, which can better realize the value-added of the company's cash and protect the interests of the company's shareholders.
Therefore, we agree that the company will use some temporarily idle raised funds and its own funds for cash management.
8、 Independent opinions on the company's application for comprehensive credit line from the bank in 2022
After verification, we believe that the application for comprehensive credit meets the company's strategic development planning and production and operation needs, and is conducive to promoting the company's development and business expansion. At present, the company is in good operation and has good solvency. This application for comprehensive credit line will not bring significant financial risks to the company or damage the interests of the company. The decision-making procedures are legal and compliant, and there is no behavior damaging the interests of the company's shareholders, especially the minority shareholders. Therefore, we unanimously agree that the company will apply to the bank for a comprehensive credit line in 2022.
Ningbo Color Master Batch Co.Ltd(301019)
Independent directors: Zhou Qisong, Yu Weixing and Bao Jianya
April 22, 2002
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Opinions on the 16th independent board of directors
Signature of independent director:
April 22, 2002
