Shandong Fengyuan Chemical Co.Ltd(002805) independent director
On relevant matters of the 12th meeting of the 5th board of directors of the company
Prior approval opinion
As an independent director of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as the "company"), in accordance with the relevant provisions of relevant laws, regulations and systems such as the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association of Shandong Fengyuan Chemical Co.Ltd(002805) , we Responsible attitude, we have obtained and reviewed the relevant documents to be submitted to the 12th meeting of the 5th board of directors before the meeting. Based on independent and objective judgment, we express the following prior approval opinions on relevant matters:
1、 Prior approval opinions on the company meeting the conditions for non-public offering of a shares
According to the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, we have conducted self-examination on the company's operation and related matters item by item, and believe that this non-public offering meets the conditions specified in the current relevant laws, regulations and normative documents, The company has the qualifications and conditions for non-public issuance of a shares. Therefore, we agree to submit the proposal on the conditions for the non-public development of A-Shares to the 12th meeting of the 5th board of directors for deliberation.
2、 Prior approval opinions on the proposal of the company's non-public offering of a shares
With regard to the proposal on the company's non-public offering of a shares, we believe that the company's non-public offering of shares complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations According to the regulations and normative documents, the scheme is reasonable and feasible. The scope of the issuing object in the plan is appropriate, the pricing principle, basis, method and procedure of the issuing price are reasonable, the amount and purpose of the raised funds are in line with the company's development strategy, the issuing plan is practical, conducive to enhancing the company's core competitiveness and sustainable profitability, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company or minority shareholders. One of the objects of this non-public offering is Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, which is a related party of the company. Therefore, this non-public offering constitutes a connected transaction, which complies with the market rules, has no impact on the independence of the company, and has not found any behavior and situation that damages the rights and interests of shareholders, especially the rights and interests of minority shareholders. Therefore, we agree to submit the proposal on the company's non-public development of A-Shares to the 12th meeting of the Fifth Board of directors for deliberation.
3、 Prior approval opinions on the proposal of the company's plan for non-public offering of a shares
Through careful review of the proposal on the company's plan for non-public offering of a shares, we believe that the company's plan for non-public offering of shares complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations The provisions of the rules and normative documents are in line with the current market situation and the actual situation of the company, and are feasible, which is conducive to enhancing the company's sustainable operation ability and the long-term development of the company. Therefore, we agree to submit the proposal on the company's plan for non-public development of A-Shares to the 12th meeting of the Fifth Board of directors for deliberation.
4、 Pre approval opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of a shares
Through careful review of the proposal on the feasibility analysis report on the use of funds raised by the company's non-public development of a shares, we believe that the feasibility analysis report on the use of funds raised by the company's non-public offering of A-Shares comprehensively considers the company's development strategy, industry development trend, company technical capacity and other needs, and is in line with relevant national industrial policies, In line with the company's actual situation and development needs, the implementation of the project is conducive to improving the company's profitability, enhancing R & D capability, further improving the company's comprehensive competitiveness and enhancing the company's anti risk ability. Therefore, we agree to submit the proposal on the feasibility analysis report on the use of funds raised by non-public development of A-Shares to the 12th meeting of the Fifth Board of directors for deliberation.
5、 Prior approval opinions on the proposal of the special report on the use of the company's previously raised funds
Through careful review of the special report on the use of previously raised funds, we believe that the management and use of the company's previously raised funds comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use and management of raised funds of listed companies, and the disclosed information on the use of raised funds is true, accurate and complete, There are no violations in the management and use of raised funds. Therefore, we agree to submit the proposal on the special report on the use of the previously raised funds to the 12th meeting of the Fifth Board of directors for deliberation.
6、 Prior approval opinions on relevant proposals on non-public offering of a shares, diluted immediate return, filling measures and commitments of relevant subjects
The company's analysis on the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures for filling return, as well as the commitments made by the company's controlling shareholders, actual controllers, directors and senior managers to the measures for filling return, meet the requirements of the company's actual operation and sustainable development, and are reasonable and feasible, It is conducive to protecting the legitimate rights and interests of investors, and there is no situation that damages the interests of the company or all shareholders. Therefore, we agree to submit the proposal on diluting the immediate return of the company's non-public development of A-Shares and taking filling measures, and the proposal on the commitment of relevant subjects to ensure the practical implementation of the company's measures to fill the immediate return to the 12th meeting of the Fifth Board of directors for deliberation.
7、 Prior approval opinions on the proposal of formulating the company's shareholder return plan for the next three years (2022-2024)
The shareholder return plan for the next three years (2022-2024) formulated by the board of directors of the company fully considers the needs of the company's sustainable development and the willingness of the majority of shareholders to obtain a reasonable return on investment, It complies with the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant provisions, which is conducive to protecting the interests of investors, especially small and medium-sized investors. We agree to submit the proposal on formulating the company's shareholder return plan for the next three years (2022-2024) to the 12th meeting of the Fifth Board of directors for deliberation.
8、 Prior approval opinions on related party transactions involved in the company's non-public offering of shares and the signing of conditional and effective share subscription agreement between the company and specific subscription objects
After carefully reviewing the materials submitted by the company on this connected transaction, we believe that this agreement is legal and effective.
Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, participated in the subscription of the company's non-public offering of shares, which constitutes a related party transaction. The prices of the above-mentioned connected transactions comply with the provisions of relevant national laws, regulations and policies, the transaction pricing policy is fair and reasonable, and there is no transfer of interests or damage to the interests of other investors. Therefore, we agree to submit the proposal on the company's non-public development of shares involving related party transactions and the proposal on the signing of conditional and effective share subscription agreement between the company and specific subscribers to the 12th meeting of the Fifth Board of directors for deliberation.
9、 Prior approval opinions on the proposal to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of a shares
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the matters related to the non-public offering within the scope of the resolution on the non-public offering of shares, which is in line with the provisions of relevant laws, regulations and the articles of association, conducive to the efficient and orderly conduct of the non-public offering of shares and in line with the overall interests of the company, There is no situation that damages the legitimate rights and interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to submit the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public development of A-Shares to the board of directors for deliberation.
10、 Prior approval opinions on the proposal to hire an internal control audit institution
We reviewed the relevant information of Daxin Certified Public Accountants (special general partnership) and project members before the deliberation of the board of directors. We believe that Daxin Certified Public Accountants (special general partnership) has the qualifications to engage in accounting statement audit and internal control audit of securities and futures related businesses, has institutional independence and can meet the company's requirements for internal control audit, Project members have corresponding professional qualifications and competence. This appointment does not damage the interests of the company and its shareholders, especially minority shareholders. Therefore, we agree to submit the proposal on hiring an internal control audit institution to the 12th meeting of the 5th board of directors for deliberation.
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(there is no text on this page, which is the signature page of Shandong Fengyuan Chemical Co.Ltd(002805) independent directors' prior approval opinions on matters related to the 12th meeting of the Fifth Board of directors of the company)
Gu Yan, Zhou Shiyong, Jin Yongcheng
January 12, 2022
