Zhejiang Narada Power Source Co.Ltd(300068)
Independent opinions of independent directors on relevant matters
As an independent director of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association of Zhejiang Narada Power Source Co.Ltd(300068) (hereinafter referred to as the “company”), the working system of independent directors and other relevant laws, regulations and rules, Express the following independent opinions on matters related to the 28th meeting of the seventh board of directors of the company:
1、 Independent opinions on providing guarantees to subsidiaries in 2022
After deliberation, we believe that the guarantee provided by the company to its subsidiaries meets the needs of the company’s normal business and is sufficient and reasonable; The deliberation and voting procedures comply with the GEM Listing Rules, the articles of association and other relevant laws and regulations and the company’s system; Nandu power, Nandu sales, huaplatinum technology, Wuhan Nandu, Nandu Hongxin, Nandu trade, huaplatinum new materials, Nandu Guojian, Nandu energy Internet and Nandu Huatuo are all holding or wholly-owned subsidiaries of the company. The guarantee is conducive to its production and operation. At the same time, the holding subsidiaries use their assets as counter guarantee, The company will charge 1% of the guarantee fee for the guarantee contract newly signed by the holding subsidiary in 2022, which will not damage the interests of the company and shareholders. Therefore, we unanimously agree that the company will provide guarantees to its subsidiaries in 2022, with a total guarantee amount of no more than 3.5 billion yuan, and authorize the general manager to approve the specific guarantee matters within the above time and limit and sign relevant legal documents. We unanimously agreed to the proposal and submitted it to the general meeting of shareholders for deliberation.
2、 Independent opinions on using idle self owned funds for cash management
After deliberation, the company plans to use its own funds with a maximum amount of no more than 500 million yuan for cash management, which is conducive to improving the efficiency of the company’s capital use and increasing income. It is in line with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange gem shares and the guidelines for the operation of Shenzhen Stock Exchange GEM listed companies, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. It is agreed that the company shall use its own funds with a maximum amount of no more than RMB 500 million for cash management, and the service life shall be 12 months from the date of deliberation and approval by the board of directors. Within the above use period and limit, the funds can be used on a rolling basis. The decision-making and deliberation procedures of this matter are legal and compliant.
3、 Independent opinions on the company’s futures hedging business
After review, we believe that the relevant approval procedures for the company to carry out futures hedging business comply with relevant laws, regulations and the articles of Association; The company has formulated the management system of futures hedging business, which has formulated specific operating procedures for the company to engage in futures hedging business by strengthening internal control, implementing risk prevention measures, improving operation and management level; When carrying out futures hedging business, the company and its subsidiaries can make full use of the hedging function of the futures market, reasonably avoid the adverse impact of commodity price fluctuations on the company’s raw material procurement and product sales, control the company’s operating risks and achieve the goal of stable operation of the company. We believe that the company’s futures hedging business does not harm the interests of the company and all shareholders, and agree to the company’s futures hedging business.
4、 Independent opinions on the company’s foreign exchange hedging business
After review, we believe that the relevant approval procedures for the company to carry out foreign exchange hedging business comply with relevant laws, regulations and the relevant provisions of the articles of Association; The company has formulated the foreign exchange hedging business management system, which has formulated specific operating procedures for the company to engage in hedging business by strengthening internal control, implementing risk prevention measures, improving operation and management level; On the premise of ensuring normal production and operation, the company’s foreign exchange hedging business is conducive to avoiding and preventing foreign exchange market risks and preventing the adverse impact of large exchange rate fluctuations on the company’s production and operation. We believe that the company’s foreign exchange hedging business does not harm the interests of the company and all shareholders, and agree to the company’s foreign exchange hedging business.
5、 Independent opinions on cancellation of stock options not exercised in the first exercise period of stock options under the 2019 restricted stock and stock option incentive plan
This cancellation of the company complies with the relevant provisions of the equity incentive plan and the measures for the administration of equity incentive of listed companies, does not damage the interests of the company and all shareholders, and will not have a significant impact on the company’s operating performance. Therefore, we agree that the company will cancel 30000 stock options that have not been exercised in the first exercise period of stock options under the 2019 restricted stock and stock option incentive plan.
Independent director: Zhang Jianhua, Xue Anke, Wu Hui January 26, 2022
