Shandong Fengyuan Chemical Co.Ltd(002805) independent director
Proposal on the 12th meeting of the 5th board of directors of the company
separate opinion
As an independent director of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company”), we, with a serious and responsible attitude, based on independence Based on objective judgment and full verification of relevant materials and documents, the independent opinions on the relevant proposals of the 12th meeting of the 5th board of directors are as follows:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of A-Shares and the company’s plan and plan for non-public offering of a shares
The company’s non-public offering of A-Shares complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The provisions on non-public offering of A-Shares in the measures for the administration of securities issuance of listed companies (hereinafter referred to as the “measures”) and the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and other normative documents. The company’s issuance meets the conditions for non-public offering of a shares;
The offering plan is reasonable and complies with the provisions on non-public offering of A-Shares in relevant laws, regulations, rules and other normative documents; The content of this issuance plan is true, accurate and complete, without false records, misleading statements or major omissions, in line with the company’s long-term development objectives and the interests of all shareholders, and does not damage the interests of minority shareholders.
We believe that the company’s non-public offering of A-Shares complies with the provisions of the company law, the securities law, the management measures and other relevant laws, regulations, rules and other normative documents as well as the articles of association, the decision-making procedures are legal and compliant, and the related director Mr. Zhao Guanghui avoids voting. There is no situation that damages the interests of the company and all its shareholders, Agree to the company’s non-public offering of A-Shares and submit the proposal related to the company’s non-public offering of A-Shares to the general meeting of shareholders for deliberation.
2、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of a shares. The board of directors of the company has fully demonstrated the feasibility of the use of funds raised by the non-public offering of a shares, which is in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies The provisions of the measures for the administration of funds raised by listed companies of Shenzhen Stock Exchange and relevant format guidelines are in line with the provisions of the articles of association, the management system of funds raised by the company and other internal control systems, which is conducive to improving the overall strength and profitability of the company, enhancing the sustainable development ability of the company, and in line with the interests of the company and all shareholders. The decision-making procedure was legal and compliant, and Mr. Zhao Guanghui, a related director, avoided voting. Therefore, we agree to the feasibility analysis report on the use of funds raised by the company’s non-public issuance of a shares, and submit the report to the general meeting of shareholders for deliberation.
3、 Independent opinions on the special report on the use of the previously raised funds
The special report on the use of the company’s previously raised funds complies with the 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 measures for the management of raised funds by listed companies of Shenzhen Stock Exchange and relevant format guidelines, and complies with the articles of association According to the provisions of the company’s management system for raised funds and other internal control systems, there is no disguised change in the purpose of raised funds and damage to the interests of shareholders, and there is no violation in the storage and use of raised funds. It truthfully reflects the storage and actual use of raised funds of the company. The content is true, accurate and complete, and there are no false records, misleading statements or major omissions. The decision-making procedure was legal and compliant, and Mr. Zhao Guanghui, a related director, avoided voting. Therefore, we agree to the special report on the use of the company’s previously raised funds and submit the report to the general meeting of shareholders for deliberation.
4、 Independent opinions on diluting the immediate return of the company’s non-public issuance of A-Shares and taking filling measures and the commitments issued by relevant subjects to ensure the effective implementation of the company’s measures to fill the immediate return
The diluted immediate return and filling measures of the company’s non-public offering of A-Shares and the commitments made by the company’s directors, senior managers, controlling shareholders and actual controllers to take filling measures on the diluted immediate return of the offering are legal, compliant and practical, which is conducive to protecting the interests of all shareholders, especially the legitimate rights and interests of minority shareholders. The decision-making procedure was legal and compliant, and Mr. Zhao Guanghui, a related director, avoided voting. Therefore, we agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
5、 With regard to the independent opinion on the company’s shareholder return plan for the next three years (2022-2024), we believe that the company focuses on the long-term interests, the overall interests of all shareholders and the sustainable development of the company, and fully considers the current and development stage of the company on the basis of comprehensive analysis of the company’s development strategy, social capital cost, external financing environment and other factors Future profit scale, cash flow status, project investment capital demand, bank credit and other conditions, comprehensively consider the short-term and long-term interests of shareholders, and formulate a continuous, stable and scientific return plan. The formulation of this plan is conducive to enhance the transparency of the company’s profit distribution, facilitate investors to form stable return expectations, comply with the relevant provisions of current laws, regulations and normative documents, and there is no damage to the interests of the company or the interests of minority shareholders. The decision-making procedure was legal and compliant, and Mr. Zhao Guanghui, a related director, avoided voting. Therefore, we agree to the proposal on the company’s shareholder return plan for the next three years (2022-2024) and agree to submit the proposal to the company’s general meeting of shareholders for deliberation.
6、 Independent opinions on relevant proposals 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
Through careful review of the share subscription agreement for non-public development of A-Shares with conditional effect signed by the company and Mr. Zhao Guanghui and relevant related party transaction materials, we believe that Mr. Zhao Guanghui’s subscription for the company’s non-public offering of shares complies with the provisions of the company law, the securities law, other laws, regulations, normative documents and the articles of association, The above related party transactions are fair, just and open, and the transaction pricing is reasonable and fair, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. When the board of directors of the company considered this connected transaction, the connected director Mr. Zhao Guanghui avoided voting, and the decision-making procedure was legal and effective, and in line with relevant laws, regulations and the articles of association. Therefore, we agree to submit the proposal on related party transactions involved in the company’s non-public offering of shares and the proposal on signing a conditional and effective share subscription agreement between the company and specific subscribers to the general meeting of shareholders of the company for deliberation.
7、 Prior approval opinions on the proposal to request the voting board of shareholders and its authorized persons to fully 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.
The decision-making procedure was legal and compliant, and Mr. Zhao Guanghui, a related director, avoided voting. Therefore, we agree to the proposal on requesting the board of directors and its authorized persons to fully handle matters related to the non-public development of A-Shares at the general meeting of shareholders and submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on hiring internal control audit institutions
After verification, we believe that Daxin Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability. The renewal of Daxin Certified Public Accountants (special general partnership) is conducive to ensuring the continuity of the company’s audit work and protecting the interests of the company and shareholders, especially the interests of minority shareholders. The pricing principle of audit fees is mainly based on the comprehensive consideration of the company’s business scale, complexity of audit work, audit workload and other factors, and the pricing is fair and reasonable. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. Therefore, we agree to the proposal on hiring an internal control audit institution and submit it to the general meeting of shareholders of the company for deliberation.
To sum up, the contents and procedures of the relevant proposals of the 12th meeting of the 5th board of directors of the company comply with the provisions of relevant laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies and the guidelines for the governance of listed companies, as well as the provisions of the articles of association and other internal control systems. Therefore, we agree with the above motion. (no text below this page)
(there is no text in this article, which is the signature page of Shandong Fengyuan Chemical Co.Ltd(002805) independent directors’ independent opinions on relevant proposals of the 12th meeting of the Fifth Board of directors of the company)
Gu Yan, Zhou Shiyong, Jin Yongcheng
January 12, 2022
