Jiangxi Selon Industrial Co.Ltd(002748) opinions of independent directors
Jiangxi Selon Industrial Co.Ltd(002748) independent director
About the third meeting of the 5th board of directors
Independent opinions on matters
As an independent director of Jiangxi Selon Industrial Co.Ltd(002748) (hereinafter referred to as the “company”) in accordance with the relevant provisions of laws and administrative regulations such as the working system of independent directors of listed companies (revised in 2022) of the China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association, the working system of independent directors of the company and other internal rules and regulations, We hereby express the following independent opinions on the relevant matters of the third meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
The company will not make profit distribution in 2021. It is a plan formulated by comprehensively considering the current assets and liabilities of the company, the characteristics of the industry in which the company is located and the strategic investment plan of future development projects. The profit distribution plan is in line with the current actual operation status and long-term development needs of the company and is conducive to safeguarding the long-term interests of all shareholders of the company. The relevant review procedures are in line with the company law, the articles of association and other relevant regulations, We agree to the profit distribution plan proposed by the board of directors and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal of the company’s estimated daily connected transactions in 2021
After verification, the convening, convening and voting procedures and methods of the third meeting of the Fifth Board of directors of the company comply with the relevant provisions of the company law, the securities law and the articles of association. When the board of directors deliberated the proposal on expected daily connected transactions in 2022, the relevant connected directors avoided voting. The daily related party transactions expected by the company in 2022 are necessary for the normal operation and management of the company, which is conducive to the normal business activities of the company. The pricing follows the principles of fairness, impartiality and openness, which is in line with the overall and long-term interests of the company. There is no situation that affects the independence of the company and damages the interests of the shareholders of the company, especially the minority shareholders. We agree with the proposal.
3、 Independent opinions on ratification of related party loans and other related party transactions
After verification, the convening, convening and voting procedures and methods of the third meeting of the Fifth Board of directors of the company comply with the relevant provisions of the company law, the securities law and the articles of association. At present, there are no directors associated with Qihui chemical, so there is no need to avoid voting. Jiangxi Shilong Supply Chain Management Co., Ltd., a wholly-owned subsidiary of the company
Jiangxi Selon Industrial Co.Ltd(002748) opinions of independent directors
In 2020, it borrowed 10 million yuan from Yingtan Qihui Chemical Co., Ltd., a related party, in order to supplement its operating working capital in 2020. The borrowing interest rate in 2020 is implemented with reference to the local private lending standard interest rate; In view of the fact that Shilong supply chain has gradually stopped trading business in 2021 and does not have sufficient working capital to repay relevant borrowings, both parties negotiate friendly that the loan interest rate shall be implemented according to the company’s average bank working capital loan interest rate in 2021 from January 1, 2021, and the interest rate is reasonable; The related party transactions of the company, its subsidiaries and Qihui chemical since 2014 are required by the company’s daily production and operation, which is conducive to the normal production and operation activities of the company. The pricing follows the principles of fairness, impartiality and openness, which is in line with the overall and long-term interests of the company. There is no situation that affects the independence of the company and damages the interests of shareholders of the company, especially small and medium-sized shareholders. We agree with the proposal.
4、 Independent opinions on the company’s proposal to renew the appointment of accounting firms
Dahua firm has securities qualification, sufficient independence, professional competence and investor protection ability. The company’s renewed employment of the firm is conducive to enhancing the independence and objectivity of the company’s audit work and will not damage the interests of the company and shareholders, especially minority shareholders. The decision-making procedure of this renewal complies with the provisions of relevant laws and regulations, normative documents and the articles of association. We agree to reappoint Dahua Certified Public Accountants (special general partnership) as the company’s auditor in 2022.
5、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
1. During the reporting period, the company did not have any non operating occupation of the company’s funds by the controlling shareholders and other related parties, nor did it have any non operating occupation of the company’s funds by the controlling shareholders and other related parties that lasted to the reporting period in previous years.
2. During the reporting period, the capital transactions between the company and related parties were all normal business capital transactions, which could strictly comply with the notice on Several Issues Concerning Regulating the capital transactions between listed companies and related parties and the external guarantees of listed companies and the relevant provisions of Shenzhen Stock Exchange. The related party transactions between the company and related parties determined the transaction amount at fair prices and conditions in accordance with the principles of openness, fairness and impartiality, The transaction pricing policy and pricing basis are determined through consultation with reference to the price or cost price of similar enterprises, and there is no behavior damaging the interests of the company and minority shareholders.
3. After verification, the company’s external guarantee is mainly the guarantee provided to the holding subsidiaries. As of the end of the reporting period, the effective amount of the company’s external guarantee is 60 million yuan, accounting for 5.16% of the company’s audited net assets in 2021; The actual external guarantee balance of the company is 60 million yuan, accounting for the audited net assets of the company in 2021
Jiangxi Selon Industrial Co.Ltd(002748) opinions of independent directors
The proportion of is 16.5%. The above-mentioned external guarantees have fulfilled the necessary review procedures in accordance with relevant laws and regulations, the articles of association and other relevant provisions.
During the reporting period, the company and its holding subsidiaries did not provide guarantees for controlling shareholders and other related parties, any other legal person or unincorporated unit or individual, nor did they provide overdue guarantees.
6、 Independent opinions on the self-evaluation of the company’s internal control in 2021
After carefully reviewing the 2021 annual internal control self evaluation report prepared by the company and consulting the company’s internal control and other relevant documents, we believe that the company has established and improved various internal control systems in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations, and maintained effective internal control over financial reporting in all major aspects; According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
7、 Independent opinions on performance appraisal and bonus accrual of the management in 2021
We have carefully checked the performance appraisal and bonus accrual of the company’s senior managers in 2021, and believe that the bonus accrual of the company’s senior managers in 2021 is in strict accordance with the company’s senior management salary and appraisal management system (revised in 2018), and the bonus accrual amount is basically in line with the company’s overall performance growth and post performance. We agree with the relevant bonus accrual matters.
8、 Independent opinions on the remuneration scheme of directors and senior managers of the company
The remuneration plan for directors and senior managers proposed by the company matches the salary level of the industry and the main responsibilities and work conditions of each director and senior manager. The relevant remuneration and assessment management measures are formulated reasonably and do not harm the interests of the company and its shareholders. We agree to adopt the remuneration plan. 9、 Independent opinions on changes in accounting policies
The company has made corresponding changes to the original accounting policies in accordance with the relevant provisions of the Ministry of finance, in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, and can objectively and fairly reflect the company’s financial status and operating results. The accounting policy change procedure complies with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the rights and interests of the company and minority shareholders. We agree with the accounting policy change of the company. (no text below)
Jiangxi Selon Industrial Co.Ltd(002748) opinions of independent directors
(there is no text on this page, which is the signature page of Jiangxi Selon Industrial Co.Ltd(002748) independent directors’ independent opinions on matters related to the third meeting of the Fifth Board of directors)
Signature of independent director:
Jinhua:
Liu Shengqiang:
Wen Le:
April 26, 2002
