Independent director of Jiangxi Haiyuan Composite Technology Co., Ltd
Independent opinions on relevant proposals of the 17th meeting of the 5th board of directors
As an independent director of Jiangxi Haiyuan composite material technology Co., Ltd. (hereinafter referred to as the "company") in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (revised in 2022) and the company's independent director system, We hereby express the following independent opinions on the relevant proposals of the 17th meeting of the Fifth Board of directors:
1、 Independent opinion on self evaluation report on internal control in 2021
After audit, the independent directors believe that: after verification, the company's internal control system meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, and the company has established a relatively perfect internal control system and can be effectively implemented; The internal control mechanism of the company is basically complete, reasonable and effective; All production and operation activities and corporate governance activities of the company are operated in strict accordance with relevant internal control systems and norms to effectively control various internal and external risks; The 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the construction and operation of the company's internal control system.
2、 Opinions on independent subsidiaries from the first half of 2023 to the first half of 2023
After review, the independent directors believe that: in accordance with the requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56), the articles of association and the company's external guarantee management system of the CSRC, as an independent director of the company, we have carefully reviewed the relevant materials provided by the company and based on our independent judgment, We hereby express the following independent opinions on the provision of external guarantees for wholly-owned subsidiaries from 2022 to the first half of 2023: the company has provided guarantees for wholly-owned subsidiaries Fujian Haiyuan Intelligent Equipment Co., Ltd., Fujian Haiyuan New Material Technology Co., Ltd., Xinyu Saiwei Power Technology Co., Ltd. and Yangzhou Saiwei Energy Technology Co., Ltd. (hereinafter referred to as "wholly-owned subsidiaries") in accordance with relevant laws and regulations The normative documents and relevant systems of the company have fulfilled the corresponding decision-making procedures. These external guarantees are to ensure the production and operation capital needs of the wholly-owned subsidiary, which is conducive to the development of its daily business. There is no damage to the legitimate rights and interests of the shareholders of the company, especially the minority shareholders of the company. The implementation of this matter will not have an adverse impact on the company. We agree that from 2022 to the first half of 2023, the company will provide guarantees for wholly-owned subsidiaries, with a total guarantee amount of no more than RMB 60 million.
3、 Independent opinions on the special report on capital transactions of related parties in 2021
In accordance with the provisions of the notice on regulating the capital transactions between listed companies and related parties and the external guarantee of listed companies, as an independent director of the company, we checked the capital transactions and external guarantee of related parties in 2021. We believe that in 2021, the company did not occupy the company's funds by controlling shareholders and other related parties, and the company did not have any illegal external guarantee.
4、 Independent opinions on the 2022 salary assessment scheme of the company's management team
After verification, the plan was proposed by the remuneration and assessment committee of the board of directors and proposed to be implemented after being reviewed and approved by the board of directors. Its decision-making procedure is legal and effective; The scheme combines the actual situation of the company's production and operation, and the assessment indicators are practical. The assessment results are conducive to mobilizing the work enthusiasm of the company's senior managers, mobilizing the enthusiasm of the company's operation and management team, and promoting the stable and healthy development of the company. Therefore, we agree to the 2022 annual salary assessment plan of the company's management team.
5、 Independent opinions on 2021 profit distribution plan
After review, the independent directors believe that the company's profit distribution plan for 2021 complies with the relevant provisions of the articles of association and the shareholders' dividend return plan (20212023), is based on the needs of the company's current business environment and future development strategy, and is conducive to safeguarding the long-term interests of shareholders from the long-term interests of the company, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
6、 Independent opinion on the renewal of the company's audit institution in 2022
We have carefully reviewed the proposal on the renewal of the company's audit institution in 2022. Combined with the professional professional ability of Sigmar certified public accountants in the company's audit work in 2021, we believe that Sigmar certified public accountants has rich experience and professional quality in the audit work of listed companies, works diligently and conscientiously, and can provide high-quality audit services for the company, It is conducive to protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders. It has sufficient independence, professional competence and investor protection ability. Therefore, we agree that the company will continue to employ Sigma as the company's financial audit institution in 2022 for a period of one year.
7、 Independent opinions on the provision for asset impairment and write off of assets
We believe that the company's provision for asset impairment and write off of assets are based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the company's accounting policies, can objectively and fairly reflect the company's financial situation and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and there is no situation that damages the interests of the company and all shareholders. The decision-making procedure for withdrawing the provision for asset impairment this time complies with the relevant provisions of laws, regulations and the articles of association. It is agreed that the company shall make provision for asset impairment and write off assets in 2021.
8、 Independent opinions on leasing real estate and related party transactions of wholly-owned subsidiaries
After review, we believe that the above daily connected transactions are to meet the needs of production and operation, and the pricing of leasing real estate is fair and reasonable. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. The review procedure is legal and effective, and complies with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the daily related party transactions between Savi power and Jiangxi Savi LDK.
9、 Independent opinions on Amending the articles of Association
The purpose of this revision of the articles of association is to further improve the standard operation level of the company, improve the corporate governance structure, meet the actual needs of the company, comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and minority shareholders. We unanimously agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
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(this page is the signature page of the independent opinions of the independent directors of Jiangxi Haiyuan Composite Technology Co., Ltd. on the relevant proposals of the 17th meeting of the Fifth Board of directors, with no text)
Signature of independent directors attending the meeting:
Ye Zhizhen, Guo Huaping, Liu Weidong
April 25, 2022
