Taihai Manoir Nuclear Equipment Co.Ltd(002366)
Opinions of independent directors on matters related to the 20th meeting of the Fifth Board of directors
Prior approval opinion
As an independent director of Taihai Manoir Nuclear Equipment Co.Ltd(002366) (hereinafter referred to as the “company”) in accordance with the rules for independent directors of listed companies of China Securities Regulatory Commission, the rules for the listing of shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the working system of independent directors of the company, On the basis of carefully reviewing the relevant materials and listening to the reports of relevant personnel, we have carefully understood and verified the relevant situation. Based on the independent, objective and fair judgment position, we express the following prior approval opinions:
1、 Proposal on the provision for asset impairment in 2021
After reviewing the appraisal report and relevant materials issued by the appraisal company, we believe that the company’s provision for asset impairment this time is based on the principle of prudence, in line with the accounting standards for business enterprises, the stock listing rules of Shenzhen Stock Exchange and the relevant systems and regulations of the company, and there is no harm to the interests of the company and shareholders. We agree to the proposal of the company for the provision for asset impairment this time and submit it to the board of directors for deliberation, As the impairment of contract assets involves related party transactions, related directors need to avoid voting on this proposal.
2、 Proposal on the prediction of daily connected transactions in 2022
After review and verification, we believe that the daily related party transactions planned to occur by the company (including subsidiaries) in 2022 are based on the needs of the normal production and operation activities of both parties, and the company and related parties are in the upstream and downstream of the industrial chain. The relevant agreements are formulated on the basis of fairness, impartiality and rationality, and the transaction price is priced according to the market-oriented principle, which does not violate the principles of openness, fairness and impartiality, and does not damage the company, all shareholders The proposal of the board of directors on the daily transaction of the small and medium-sized shareholders and the management of the connected company are expected to be submitted to the board of directors in 2022, which is in line with the provisions of the articles of association of the small and medium-sized shareholders and the management of the connected company.
Independent director: Yu Li, Qu xuanhui, ye Jinxian
April 28, 2022
