Jiangsu Huachang Chemical Co.Ltd(002274)
On the 13th meeting of the 6th board of directors by independent directors
Independent opinions on relevant matters
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of Jiangsu Huachang Chemical Co.Ltd(002274) (hereinafter referred to as the “company”), after carefully reviewing relevant materials and listening to the instructions of the company’s management, Based on independent judgment, we have reviewed the relevant matters of the 13th meeting of the 6th board of directors of the company, and now express independent opinions on relevant matters:
1、 Independent opinions on termination of share repurchase scheme and exemption from repurchase related commitments
The plan to terminate the share repurchase and the commitments related to the exemption from repurchase comply with the company law, the securities law, the detailed rules for the implementation of share repurchase by listed companies and other relevant laws and regulations, and the relevant review procedures are properly performed; The company’s failure to fulfill its commitments is due to objective market factors, resulting in the failure to implement the share repurchase plan; Moreover, the company has also taken necessary remedial measures, and there is no subjective and intentional failure to fulfill commitments. After the termination of the share repurchase plan and the exemption of commitments related to the repurchase, the funds that have not implemented the share repurchase can be used for production, operation and project construction, which is in line with the long-term interests of the company and all shareholders.
2、 Independent opinions on matters related to the company’s phase I employee stock ownership plan
After carefully reviewing the relevant materials provided by the board of directors of the company, we express the following independent opinions:
1. The content of the company’s employee stock ownership plan complies with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan, and there is no harm to the interests of the company and all shareholders, nor is there any apportionment Forced employees to participate in this ESOP by means of forced distribution;
2. The company’s implementation of the employee stock ownership plan is conducive to improving the level of corporate governance, improving the company’s salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise;
3. The implementation of the employee stock ownership plan is based on the principle of legal compliance, voluntary participation and risk bearing, and there is no violation of laws and regulations;
4. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, guiding opinions and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors. In conclusion, we agree that the company will implement the first phase of employee stock ownership plan and agree to submit relevant matters to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Jiangsu Huachang Chemical Co.Ltd(002274) independent directors’ independent opinions on matters related to the 13th meeting of the sixth board of directors)
independent director:
Guo Xuhong, sun Hailin, Guo Jingjuan
January 17, 2022
