Jiangsu Dewei Advanced Materials Co.Ltd(300325)
Independent opinions of independent directors on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations, we are the independent directors of Jiangsu Dewei Advanced Materials Co.Ltd(300325) (hereinafter referred to as the “company”), We hereby express our independent opinions on the relevant matters considered at the third meeting of the seventh board of directors as follows:
1、 Independent opinions on the remuneration of directors and supervisors of the company in 2022
After verification, we believe that the remuneration standard of directors and supervisors of the company is formulated by comprehensively considering the actual operation situation of the company and referring to the development level of regions and industries, which is conducive to mobilizing the work enthusiasm of directors of the company and the long-term development of the company. The deliberation and voting procedures of the board of directors on the proposals related to the remuneration of directors and supervisors comply with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, and the procedures are legal and effective. We agree to the remuneration standard of the company’s directors and supervisors in 2022 and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
2、 Independent opinions on the remuneration of senior managers of the company in 2022
After verification, we believe that the salary standard of the company’s senior managers is formulated by comprehensively considering the actual operation situation of the company and referring to the development level of regions and industries, which is conducive to mobilizing the work enthusiasm of the company’s senior managers and the long-term development of the company. The deliberation and voting procedures of the board of directors on the proposals related to the remuneration of senior managers comply with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, and the procedures are legal and effective. We agree to the company’s remuneration standard for senior managers in 2022.
3、 Independent opinions on profit distribution plan in 2021
After verification, we believe that the profit distribution plan for 2021 prepared by the board of directors of the company does not violate the relevant provisions of the company law and the articles of association, does not damage the interests of the shareholders of the company, especially the minority shareholders, and is conducive to the normal operation and healthy development of the company. We agree to the profit distribution plan and agree to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
4、 Independent opinions on external guarantees of the company and funds occupied by related parties
1. The external guarantee of the company in 2021 is as follows: the company held the eighth interim meeting of the seventh board of directors on September 14, 2021, deliberated and adopted the proposal on providing guarantee for the holding subsidiary Jiangsu Heli New Material Co., Ltd., and unanimously agreed that the company would provide guarantee for the holding subsidiary Jiangsu Heli New Material Co., Ltd. In addition to the amount paid by the controlling shareholder and deducted from the assets after judicial auction, the total amount of guarantee liability that the company may have to bear is 1227493 million yuan, accounting for 155.15% of the audited net assets attributable to the shareholders of the listed company in 2020.
2. In 2021, there was no abnormal occupation of the company’s funds by new controlling shareholders and other related parties.
Through the verification of the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantee in 2021, we believe that in 2021, the company strictly abides by the company law, the GEM Listing Rules of Shenzhen Stock Exchange, the articles of association, the company’s external guarantee management system and other relevant provisions, and strictly controls the risk of funds occupied by related parties and external guarantee risk. For the external guarantee in violation of the prescribed procedures, we believe that the company should strongly urge the relevant borrowers to repay the relevant debts as soon as possible, so as to eliminate the impact on the company.
On July 8, 2020, the company received the notice of investigation from China Securities Regulatory Commission (hzzzzzz No. 2020114). Because the company is suspected of illegal information disclosure, it has decided to file a case for investigation in accordance with the relevant provisions of the securities law of the people’s Republic of China. With regard to this investigation, the company received the prior notice of administrative punishment and market entry Prohibition (punishment Zi [2021] No. 76) issued by the CSRC on September 12, 2021. According to the prior notice of administrative punishment and market entry prohibition, the company has occupied the funds of related parties. On December 31, 2018, the balance of funds occupied by related party Phelps was 795 million yuan. On December 31, 2019, the balance of funds occupied by related party Phelps was 969 million yuan. As of July 8, 2020 (investigation date), the balance of funds occupied by related party Phelps was 978 million yuan. We believe that the company should strongly urge relevant parties to repay the occupied funds as soon as possible to eliminate the impact on the company. Up to now, the relevant parties have not repaid the occupied funds.
5、 Independent opinions on related party transactions of the company in 2021
After verification, we believe that the company has no related party transactions in 2021, and there is no behavior damaging the interests of the company and minority shareholders.
Independent directors: Hu Xiaoming, Li Xiao, Wu Changshun April 30, 2022
