Shanghai Hongda New Material Co.Ltd(002211)
Independent opinions of independent directors on matters related to the 18th meeting of the sixth board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the guiding opinions on the establishment of independent director system in listed companies As independent directors of Shanghai Hongda New Material Co.Ltd(002211) (hereinafter referred to as the “company”), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “measures for securities issuance”), the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules for the implementation of non-public offering of shares by listed companies”) and the relevant provisions of Shanghai Hongda New Material Co.Ltd(002211) articles of Association (hereinafter referred to as the “company procedures”), Our independent opinions on the relevant proposals of the 18th meeting of the sixth board of directors are as follows:
1、 Proposal on the financial final accounts report of 2021
The company’s 2021 financial statement truly reflects the company’s assets and operating conditions, which is consistent with the audit report and the information we have, and is in line with the interests of the company and all shareholders. Therefore, we agree to the financial statement and submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 2、 Special notes on audit reports with non-standard opinions
Based on the special opinions of the board of directors and the non professional auditors of the partnership company, we fully respect the special opinions of the board of directors on the audit matters of the partnership company in 2021. We will urge the board of directors and management of the company to continue to pay attention to the matters involved in the non-standard audit opinion, eliminate the impact of the matter on the company as soon as possible, timely perform the relevant information disclosure obligations, and effectively safeguard the interests of the company and all shareholders.
3、 Special note on internal control audit report with non-standard opinions
The company has conducted self-evaluation on the effectiveness of the company’s internal control in 2021 in accordance with the requirements of the guidelines on internal control of listed companies of Shenzhen Stock Exchange, and issued the self-evaluation report on internal control in 2021. Lianda Certified Public Accountants (special general partnership) issued the internal control audit report of Lianda Shen Zi [2022] No. 2328 for the company’s 2021 financial report. As Shanghai Hongda New Material Co.Ltd(002211) independent directors, after careful consideration of the above documents, we respect the professional opinions of accountants and require the board of directors and management to actively promote relevant rectification work, eliminate the impact of the matter on the company as soon as possible, and continue to pay attention to and supervise the implementation of the corresponding rectification measures of the company, so as to effectively safeguard the interests of the company and all shareholders.
4、 Proposal on the remuneration of directors, supervisors and senior managers of the company
The remuneration of directors and senior managers of the company in 2021 is formulated according to the industry and scale of the company and in combination with the actual operation of the company. It can effectively stimulate the work enthusiasm and initiative of senior managers, which is conducive to the operation and development of the company and does not damage the interests of the company and shareholders. The decision-making and disclosure procedures of this proposal comply with relevant national laws, regulations and the articles of association. 5、 Proposal on the special explanation of the realization of the performance commitment of the acquisition of equity
According to the relevant provisions of the equity acquisition agreement on Shanghai GuanFeng Information Technology Co., Ltd. signed by Jiqin investment, Zhuo Rui holding, Shanghai Guanfeng and the company, the net profit realized by Shanghai Guanfeng after deducting non recurring profits and losses shall not be less than 9 million yuan in 2019, 19.5 million yuan in 2020 and 23 million yuan in 2021. If the above performance commitments are not fulfilled, Ningbo Jiqin and Jiangsu zhuorei will compensate the company according to the contract.
According to the financial statements issued by the company, the net profit attributable to the owner of the parent company in 2021 was -1929748 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was -1952568 million yuan, which failed to meet the performance commitment target. The company believes that according to the relevant provisions of the equity acquisition agreement on Shanghai GuanFeng Information Technology Co., Ltd., Jiqin investment and zhuorei holding, the performance commitment parties, need to compensate the company for the difference of RMB 225 million. However, due to the epidemic situation in Shanghai and other reasons, the accounting firm was unable to enter Shanghai for on-site audit, contact the performance commitment party and confirm the performance realization, and was unable to issue the special verification report for the time being. Based on the principle of prudence, the company did not confirm the above compensation amount in the 2021 annual report. We believe that the proposal is in line with laws and regulations and the current actual situation of the company. After the relevant restrictive factors are eliminated or alternative procedures can be implemented, we will urge the company to timely complete the special verification procedures for the realization of the performance commitments of the acquired equity and issue relevant special reports.
6、 Proposal on self-evaluation report of internal control in 2021
During the reporting period, the company established a relatively perfect internal control system, which met the requirements of relevant national laws, administrative regulations and departmental rules. There was no significant change in internal control that had a substantial impact on the evaluation conclusion between the benchmark date of the internal control evaluation report and the date of issuance of the internal control evaluation report. The internal control self-evaluation report objectively reflects the real situation of the company’s internal control, can treat all investors openly, fairly and fairly, and effectively protect the interests of the company and investors. There is no violation of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and various internal control systems of the company.
7、 Proposal on the company’s profit distribution plan for 2021
The proposal on the profit distribution plan for 2021 prepared by the board of directors of the company complies with the company law, the articles of association and other relevant provisions, and is legal and compliant. We believe that the proposal is in line with laws and regulations and the current actual situation of the company.
8、 Proposal on the company’s use of its own funds for investment and financial management
After verification, we believe that without affecting the normal operation and main business development of the company, the company plans to use temporarily idle self owned funds with an amount of no more than RMB 200 million (including this amount) to purchase low-risk financial products with high security, good liquidity and short-term (no more than 12 months). The overall risk is controllable, which helps to improve the use efficiency of funds and increase the income of cash assets, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree with the contents of the motion.
9、 Proposal on the statistics of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
After verification, we believe that the daily connected transactions of the company in 2021 and 2022 are expected to meet the needs of the company’s operation and development. The price of connected transactions is determined according to the market price. The pricing is objective and fair, and there is no damage to the interests of the company and small and medium-sized shareholders.
Therefore, it is unanimously agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Proposal on the correction of accounting errors in the early stage of the company
The correction of the company’s accounting errors is based on the objective and fair reflection of the company’s actual operation and financial status, and complies with the provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors, the preparation rules for information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information and other relevant documents. The corrected information can be more objective and reliable Fairly reflect the company’s financial status and operating results, and there is no situation that damages the interests of the company and the legitimate rights and interests of minority shareholders. The deliberation and voting procedures of the board of directors on this accounting error correction comply with the relevant provisions of laws, regulations and the articles of association. We unanimously agree on this accounting error correction.
11、 Proposal on the adjustment of the company’s accounting policies
This accounting policy change is a reasonable change made by the company in accordance with the relevant provisions revised and issued by the Ministry of finance, and the relevant contents of accounting policies are adjusted to comply with the accounting standards for business enterprises and other relevant provisions; The changed accounting policies can objectively and fairly reflect the company’s financial status and operating results. The decision-making procedures of this accounting policy change comply with relevant laws and regulations and the articles of association, and will not have a significant impact on the company’s financial status and operating results, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
