China Resources Chemical Innovative Materials Co.Ltd(301090)
Independent directors’ opinions on the 22nd Meeting of the first board of directors
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market, the articles of association of China Resources Chemical Innovative Materials Co.Ltd(301090) , the working system of China Resources Chemical Innovative Materials Co.Ltd(301090) independent directors and other relevant provisions, we are the independent directors of China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as the “company”), Based on the position of independent judgment, after inquiring the relevant materials and understanding the relevant situation of the company, and in line with the attitude of being serious and responsible to all shareholders and seeking truth from facts, we express the following independent opinions on the relevant matters considered at the 22nd Meeting of the first board of directors of the company:
1、 Independent opinions on the proposal to change the directors of the company
After verification, we believe that Mr. Wang Junxiang has the qualifications and work experience to perform his duties as a director, It is not found that they are not allowed to hold relevant positions as stipulated in the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM and the articles of association, nor are they determined to be prohibited from entering the market by the CSRC and have not been lifted, He has not been punished or punished by the CSRC and the stock exchange, is not a dishonest person, and has the qualification and ability to serve as a non independent director of a listed company. The nomination and voting procedures for the election of directors of the company comply with the relevant provisions of the company law, the articles of association and other laws and regulations, and there is no damage to the legitimate interests of shareholders, especially the legitimate interests of minority shareholders. Therefore, we unanimously agree to this proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the proposal of appointing the general manager of the company
After verification, the board of directors of the company appointed Mr. Fang Xin as the general manager of the company after fully understanding the educational background and work experience of the employed person. The relevant personnel are competent for the responsibilities of the corresponding positions of the company, which is conducive to the development of the company and does not damage the legitimate interests of shareholders, especially the legitimate interests of small and medium-sized shareholders. The board of directors of the company has not found that it is not allowed to hold relevant positions as stipulated in the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, which is not a dishonest person, He has not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange, and there are no other circumstances in which he is not allowed to serve as a senior manager of a listed company. The nomination and voting procedures for the appointment of senior managers of the company comply with the relevant provisions of the company law, the articles of association and other laws and regulations and the company’s system. Therefore, we unanimously agree to the motion.
3、 Independent opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
The daily related party transaction limit expected to occur between the company and related parties in 2022 is a reasonable prediction based on the possible transactions of the company in 2022. The expected related party transaction limit is reasonable, meets the needs of the company’s normal business activities, follows the principles of objectivity, fairness, equality, voluntariness and mutual benefit, and the transaction price is determined according to the market fair price, There is no violation of the principles of openness, fairness and impartiality, and no behavior damaging the interests of the company and shareholders. Therefore, we unanimously agree to this proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the proposal that the company expects to provide guarantee amount to the wholly-owned subsidiary China Resources chemical new materials Co., Ltd. in 2022
We believe that the company expects to provide a guarantee amount of no more than RMB 500 million for the wholly-owned subsidiary China Resources chemical new materials Co., Ltd. in 2022, in order to meet the actual development needs of the wholly-owned subsidiary, will not affect the company’s daily operation and the risk is controllable. The decision-making procedures for the prediction of the guarantee amount comply with relevant national laws According to the regulations and the articles of association, there is no situation that damages the interests of the company and minority shareholders. Therefore, we unanimously agree to this motion. (there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of China Resources Chemical Innovative Materials Co.Ltd(301090) independent directors’ independent opinions on matters related to the 22nd Meeting of the first board of directors) signature of independent directors:
Rong Jian
On January 25, 2022 (there is no text on this page, which is the signature page of China Resources Chemical Innovative Materials Co.Ltd(301090) independent directors’ independent opinions on matters related to the 22nd Meeting of the first board of directors):
Zhu Limin
On January 25, 2022 (there is no text on this page, which is the signature page of China Resources Chemical Innovative Materials Co.Ltd(301090) independent directors’ independent opinions on matters related to the 22nd Meeting of the first board of directors). Signature of independent director: Guo Baohua
January 25, 2022
