Securities code: 000798 securities abbreviation: Cnfc Overseas Fisheries Co.Ltd(000798) Announcement No.: 2022-011 Cnfc Overseas Fisheries Co.Ltd(000798) independent director
On matters related to the 2021 Annual Report
Prior approval opinions and independent opinions
In accordance with the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies on the main board of Shenzhen Stock Exchange and other laws and regulations Normative documents, articles of association of Cnfc Overseas Fisheries Co.Ltd(000798) (hereinafter referred to as the "articles of association") and other relevant provisions. As an independent director of Cnfc Overseas Fisheries Co.Ltd(000798) (hereinafter referred to as the "company"), based on our independent judgment, we hereby express the following opinions on the relevant proposals considered at the fifth meeting of the eighth board of directors and matters related to the 2021 annual report:
1、 Independent opinions on the company's 2021 Annual Report
We listened to the report of the company's management on the operation and progress of major events in the current year, the report of the company's financial director on the preparation of the company's financial statements in 2021, and the report of China Audit Asia Pacific Certified Public Accountants on the audit of the company's financial statements in 2021. After carefully consulting relevant materials, The independent opinions are as follows:
We believe that the 2021 annual report of the company truly and comprehensively reflects the production and operation of the company during the reporting period; The preparation and audit procedures of the company's annual financial statements in 2021 comply with the provisions of laws and regulations and the articles of Association; During the preparation of the company's financial report in 2021, the personnel who participated in the review of the company's financial report did not reflect the real situation of the company's financial report in 2021.
2、 Independent opinions on the company's 2021 profit distribution and capital reserve conversion to share capital plan
In accordance with the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant provisions of the CSRC, and based on our independent judgment, we express the following independent opinions on the profit distribution plan for 2021 reviewed at the fifth meeting of the eighth board of directors of the company:
The company's profit distribution plan and decision-making procedures comply with the relevant provisions on profit distribution in the main board information disclosure business Memorandum No. 1 - matters related to periodic report disclosure of Shenzhen Stock Exchange and the provisions of the articles of association. We believe that the profit distribution plan proposed by the board of directors is reasonable and have no objection to the company's non profit distribution in 2021, And agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the internal control evaluation report of the company in 2021
We have carefully examined the company's 2021 internal control evaluation report in accordance with the requirements of the basic norms of enterprise internal control and the CSRC's No. 21 rules for the preparation of information disclosure of companies offering securities to the public - General Provisions on the annual internal control evaluation report, After consulting the internal control systems involved in the report in detail and verifying the implementation of various internal control systems, the independent opinions are as follows:
The company's internal control complies with the basic norms of enterprise internal control, supporting guidelines and the basic requirements of regulators. The company's internal control mechanism is sound and complete, and the internal control system is complete, which has played an effective role in management, control and supervision of the company's production and operation. We agree to the 2021 internal control evaluation report of the company, and continue to supervise the implementation and completion of the rectification plan, so as to effectively safeguard the interests of all shareholders of the company, especially small and medium-sized shareholders.
4、 With regard to the independent opinions on the occupation of funds of listed companies by controlling shareholders and other related parties, in accordance with the provisions of the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related companies and external guarantees of listed companies and the articles of association of the CSRC, and with a realistic, serious and responsible attitude, We have learned and inquired about the occupation of funds of listed companies by the controlling shareholders and other related parties of the company in 2021, and made independent opinions as follows:
The company does not have non operating capital transactions with affiliated companies. Operating capital transactions are operating transactions based on market principles and meet the relevant requirements of regulatory authorities.
5、 Independent opinions on the company's accumulated and current external guarantees and the implementation of relevant provisions
In accordance with the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and affiliated companies and the external guarantees of listed companies and the articles of association of the CSRC, and with a realistic, serious and responsible attitude, we have learned and inquired about the accumulated and current external guarantees of the company in 2021 The controlling shareholders and other related parties who implement the relevant provisions occupy the funds of the listed company, and express independent opinions as follows:
As of the end of the reporting period, the company has not provided guarantees for controlling shareholders and related parties, other related parties with less than 50% of the company's shares, any unincorporated units or individuals. We believe that the company strictly abides by the articles of association and relevant laws and regulations, strictly controls the risk of external guarantee and protects the interests of minority shareholders.
6、 Prior approval opinions and independent opinions on related party transactions of the company
According to the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, we received the proposal on daily connected transactions in 2022 before the fifth meeting of the eighth board of directors of the company. After review, we believe that the connected transactions of the company are carried out in accordance with the principle of "fairness, voluntariness and mutual benefit", Agree to submit the proposal to the board of directors for deliberation.
We have reviewed the daily related party transactions of the company in 2021 and the daily related party transactions expected to occur in 2022, and our independent opinions are as follows:
The daily related party transactions of the company meet the needs of the company's development strategy and production and operation, make full use of the resources owned by related parties to serve the company's production and operation, and reduce the company's operating costs. The related party transactions are priced fairly according to fair and reasonable pricing policies, which will not damage the interests of the company and minority shareholders, and is conducive to the continuous and stable operation of the company's daily business, The voting procedure is legal and effective, and the company's proposal on daily connected transactions in 2022 is approved.
Our special opinions on the fact that the total amount of the company's daily related party transactions in 2021 is more than 20% lower than the expected total amount are as follows:
In 2021, affected by the global epidemic, the company's fish sales decreased, resulting in a decrease in the actual amount of related party transactions receiving labor services such as fish transportation, loading and unloading; In addition, material procurement is to compare the quality and price in real time according to the production situation, and select the counterparty according to the comparison results. The transaction amount is difficult to predict accurately. Therefore, the actual amount of procurement from related parties is significantly lower than the expected amount. Therefore, the actual amount of related party transactions of the company in 2021 is lower than the expected amount. The company's related party transactions are expected to differ from the actual situation, which belongs to normal business behavior. Therefore, we believe that the daily related party transactions of the company in 2021 meet the actual production and operation conditions and development needs of the company, the transaction pricing is fair, fair and just, and the actual amount of related party transactions is less than the expected amount of the whole year, which does not harm the interests of the company and minority shareholders.
7、 The independent opinions on the remuneration of the company's directors and senior managers in 2021 are verified. The remuneration, assessment and incentive of the company's directors and senior managers in 2021 are implemented in combination with the actual operation of the company. The salary disclosed in the 2021 annual report is reasonable and true, and the salary distribution procedure complies with the provisions of relevant laws, regulations and the articles of association. We have no objection to this.
(there is no text on this page, which is the signature page of prior approval opinions and independent opinions of independent directors on matters related to the 2021 annual report) Cnfc Overseas Fisheries Co.Ltd(000798) independent directors of the board of directors:
Xiao Jinquan, Ma Zhankun, Gu Ke
February 10, 2022
