Hynar Water Group Co.Ltd(300961) independent director
Independent opinions on relevant matters of the 30th meeting of the second board of directors
Hynar Water Group Co.Ltd(300961) (hereinafter referred to as "the company") the 30th meeting of the second board of directors was held on April 26, 2022. 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standard operation of GEM listed companies, the articles of Association and other relevant provisions, as independent directors of the company, based on independent, objective and fair judgment, Based on the working attitude of seeking truth from facts and being serious and responsible, we have reviewed the relevant materials of the 30th meeting of the second board of directors of the company, and now express independent opinions on relevant matters as follows:
1、 Independent opinions on the self-evaluation report of the company's internal control
The company's internal control system complies with relevant Chinese laws and regulations and the requirements of securities regulatory authorities, and has been improved in accordance with the basic norms of enterprise internal control and its supporting guidelines. The company has conducted self-evaluation on the effectiveness of the company's internal control design and operation on December 31, 2021 in accordance with the requirements of basic specifications, evaluation guidelines and other relevant laws and regulations. During the reporting period, the company has established and effectively implemented internal control over the businesses and matters included in the evaluation scope, and achieved the goal of the company's internal control without major defects. The independent directors of the company believe that the self-evaluation report on internal control in 2021 objectively and comprehensively reflects the real situation of the company's internal control.
2、 Independent opinions on the company's profit distribution plan in 2021
After careful review, we believe that the profit distribution plan of the company complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and other relevant laws, regulations and the articles of association. The profit distribution plan is in line with the actual situation of the company, taking into account the long-term interests of the company and shareholders, especially the interests of minority shareholders; It is conducive to the long-term, sustainable, stable and healthy development of the company. In conclusion, we agree with the proposal on the company's profit distribution plan for 2021 issued by the board of directors and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the remuneration scheme of senior managers and non independent directors of the company
After verification, we believe that the contents of the remuneration scheme for senior managers and the remuneration scheme for non independent directors are formulated in combination with the actual situation of the company and the development level of the industry and region, and there is no situation that damages the interests of the company and shareholders. Agree to submit the remuneration plan of non independent directors to the general meeting of shareholders for deliberation.
4、 Independent opinions on the company and its subsidiaries' plans to apply for comprehensive credit line and related party guarantee from banks and other financial institutions
After verification, the independent directors agreed that the application of the company and its subsidiaries to increase the comprehensive credit line and provide mutual guarantees to banks and other financial institutions, and the related party guarantees provided by the controlling shareholders and actual controllers for the company and its subsidiaries complied with the provisions of relevant laws and regulations, and the voting procedures were legal and effective; Providing guarantee for the company and its subsidiaries is to ensure the needs of its production and operation and working capital turnover. They are all companies within the scope of consolidated statements. The risks are controllable, in line with the interests of the company, and will not have an adverse impact on the normal operation and business development of the company. The controlling shareholders and actual controllers of the company provide guarantees for the company and its subsidiaries to apply for comprehensive credit lines from banks and other financial institutions without charging any fees, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, the independent directors unanimously agreed that the company and its subsidiaries planned to apply for comprehensive credit line and affiliated guarantee from banks and other financial institutions, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
5、 The independent opinion on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to small amount fast financing has been verified. The board of directors of the company has requested the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures. The contents of the matters comply with relevant laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, etc According to the provisions of normative documents and the articles of association, the resolution procedure is legal and effective, which is conducive to the sustainable development of the company and does not harm the interests of minority shareholders. Accordingly, we agree to request the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures, and agree to submit the above matters to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on changes in accounting policies
According to the relevant regulations and requirements of the Ministry of finance, the company changes the company's accounting policies, which can objectively and fairly reflect the company's financial status and operating results, will not have a significant impact on the company's financial statements, and is in the interests of the company and all shareholders. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association, and does not damage the rights and interests of the company and minority shareholders. The independent directors agree to the change of the company's accounting policies.
7、 Independent opinions on the appointment of deputy general manager of the company
After verification, we believe that Mr. Liu Chengyin's educational background, working experience, professional ability and professional quality are competent for the responsibilities of the post of deputy general manager of the company, has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, and has not been filed for investigation by judicial authorities or checked by the CSRC for suspected crimes, There are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and there are no circumstances listed as dishonest Executees, which meet the employment conditions specified in the company law of the people's Republic of China and the articles of Association.
The appointment has been deliberated and approved by the nomination committee of the board of directors. The recommendation, nomination, deliberation and voting procedures of the deputy general manager of the company comply with the company law of the people's Republic of China, the articles of association and other relevant provisions. The procedures are legal and effective, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to appoint Mr. Liu Chengyin as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of this board of directors to the date of expiration of the term of office of the second board of directors.
8、 Independent opinions on using self owned funds for cash management
After verification, the company's use of its own funds for cash management is carried out on the premise of ensuring that the normal operation of the company is not affected, there is no damage to the interests of the company and all shareholders, especially minority shareholders, and can effectively improve the efficiency of fund use. The matter has fulfilled the relevant review procedures and met the requirements of relevant laws and regulations and other normative documents. Therefore, we unanimously agree that the company will use its own funds with a limit of no more than RMB 100 million for cash management, and use them on a rolling basis within the limit and validity period determined by the board of directors.
9、 Independent opinions on using some idle raised funds for cash management
It is verified that the company uses the idle raised funds of no more than 50 million yuan for cash management without affecting the construction of investment projects with raised funds and the normal operation of the company, which is conducive to improving the use efficiency of funds and obtaining more investment returns for the company and shareholders.
The company's decision-making procedures for cash management this time 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 by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the articles of association, and are in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. 10、 Independent opinions on the special report on the deposit and use of raised funds in 2021
It is verified that the deposit and use of the company's raised funds in 2021 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 listed companies on Shenzhen stock exchange No. 2 - standardized operation of GEM listed companies and the articles of association, and the raised funds are stored and used in a special account, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The deposit and use of the raised funds meet the requirements of the use plan of the raised funds reviewed and approved by the board of directors and the general meeting of shareholders of the company. The company's special report on the storage and use of raised funds in 2021 truthfully reflects the actual storage and use of the company's raised funds. There is no difference between the company's investment projects, actual investment progress and investment plan, and there is no violation of the storage and use of raised funds.
Hynar Water Group Co.Ltd(300961) independent directors Peng Yongzhen, Yu Xiufeng and Yu Hongying signed on April 26, 2022 (there is no text on this page, which is the signature page of Hynar Water Group Co.Ltd(300961) independent directors' independent opinions on matters related to the 30th meeting of the second board of directors):
Peng Yongzhen, Yu Xiufeng, Yu Hongying
February 26, 2024
