Gansu Shangfeng Cement Co.Ltd(000672)
Independent opinions of independent directors on relevant matters
In accordance with the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other relevant laws and regulations of the CSRC, as well as the articles of association and other company documents, we are the independent director of Gansu Shangfeng Cement Co.Ltd(000672) (hereinafter referred to as the “company”), The independent opinions on the relevant matters considered at the 40th meeting of the ninth board of directors are as follows:
1、 Proposal on reappointment of the company’s financial audit institution and internal control audit institution in 2021
Grant Thornton Certified Public Accountants (special general partnership) is qualified for securities and futures related businesses, and has the experience and ability to provide audit services for listed companies. It can audit the company’s financial status independently, meet the requirements of the company’s financial audit and related special audit work, and meet the requirements of the company’s financial audit in 2021. The company’s review procedures for the renewal of Zhitong Certified Public Accountants (special general partnership) comply with relevant regulations, and there is no damage to the interests of the company and shareholders, especially minority shareholders. We agree to appoint Zhitong Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2021 and submit the proposal to the first extraordinary general meeting of the company in 2022 for deliberation.
2、 Proposal on the company’s entrusted financial management plan in 2022
On the premise of not affecting normal production and operation, the company makes rational use of idle funds for entrusted financial management, which is used for investment in bank financial products and other products with controllable risks. The risk is relatively low and the income is relatively stable, which is conducive to providing the use efficiency of the company’s own funds and increasing the company’s investment income;
The company has established a relatively perfect internal control system and system, which can effectively control investment risks and ensure the capital safety of financial investment. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders;
We agree that the company will use idle self owned funds of no more than 800 million yuan (including 800 million yuan) to invest in low-risk short-term bank financial products; Within the limit, the funds can be used on a rolling basis for a period of 12 months from the date of deliberation and approval by the board of directors of the company, and it is agreed to authorize the management of the company to be responsible for the specific implementation of relevant matters.
3、 Proposal on the company’s 2022 securities investment plan
At present, the company’s operation is normal and its financial structure is good. Given that the securities investment period of the company in 2021 is about to expire, the company plans to continue to use the securities investment amount of no more than 800 million yuan (including 800 million yuan) without affecting the normal production and operation, which is conducive to improving the efficiency of the company’s capital use and in line with the interests of the company.
The decision-making procedure of this matter is legal and compliant, and complies with the provisions of relevant laws, regulations and normative documents. The company has formulated the internal control system of securities investment, which can strengthen investment risk management and prevention. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company uses its own funds for securities investment.
4、 Proposal on using part of its own funds to invest in new economic industries in 2022
The company’s equity investment in new economy industry with its own funds is conducive to broadening investment channels and improving the comprehensive competitiveness of sustainable development of the company. At the same time, the source of funds is legal and compliant, and the investment scale is appropriate, which will not affect the normal operation of the company’s business;
The decision-making procedure of this event is legal and compliant, and complies with the provisions of relevant laws, regulations and normative documents. The company has established a standardized investment decision-making and risk prevention and control management system, strengthened internal audit supervision, established a special person tracking system, regularly inspected and paid close attention to the follow-up operation of investment, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, We agree that the company will use its own funds for equity investment in new economy industries.
Independent directors: Liu Guojian, Huang can, Yu Junxian February 18, 2022
