Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Independent directors’ opinions on the 27th meeting of the Fourth Board of directors
Independent opinions on relevant matters
The 27th meeting of the Fourth Board of directors of Lanzhou Ls Heavy Equipment Co.Ltd(603169) (hereinafter referred to as “the company”) was held on February 17, 2022. In accordance with the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association of the company, he served as the independent director of the company, Having carefully reviewed the relevant proposals and materials submitted to the board of directors for deliberation, in line with the attitude of being responsible to the company, all shareholders and investors, adhering to the principle of seeking truth from facts and based on our independent judgment, we hereby express independent opinions on the relevant matters discussed at the 27th meeting of the Fourth Board of directors of the company as follows:
1、 Internal control evaluation report of the company in 2021
We believe that the 2021 internal control evaluation report issued by the company truly and objectively reflects the actual situation of the current construction of the company’s internal control system, the implementation and supervision of the internal control system. The company’s internal control system is basically perfect, and all internal control systems meet the requirements of relevant national laws, regulations and regulatory authorities. The company’s internal control system and relevant systems can meet the requirements of the company’s management and development needs, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company’s businesses and the control of the company’s operating risks. During the reporting period, the company did not violate various internal control systems of the company.
2、 About the profit distribution plan of 2021
We believe that: the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021. The plan complies with the relevant provisions of the company law, the articles of association and other profit distribution policies, and there is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders. We agree to the 2021 profit distribution plan proposed by the board of directors of the company and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation. 3、 Proposal on the provision for asset impairment in 2021
We believe that the company’s provision for asset impairment is in line with the accounting standards for business enterprises and relevant regulations and the actual situation of the company’s assets, more objectively and fairly reflects the company’s financial status and asset value, helps to provide investors with true, complete and reliable financial data and accounting information, and the decision-making process is legal and effective, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree that the company shall make provision for asset impairment according to relevant accounting policies.
4、 Special report on the deposit and actual use of raised funds in 2021
We believe that the report truly reflects the deposit, use and management of the company’s raised funds in 2021, and the company’s disclosed information on the deposit and use of raised funds is timely, true, accurate and complete. The deposit, use and management of raised funds comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and there are no violations in the deposit and use of raised funds.
5、 Proposal on the appointment of the Secretary of the board of directors of the company
1. After reviewing Wu ruiruiruirui’s resume and other materials, it is found that he has the professional quality and ethics suitable for the exercise of his functions and powers, meets the qualifications for serving as the Secretary of the board of directors of a listed company, and is competent for the duties of the post he is employed, The nomination procedure complies with the relevant provisions of the company law, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, and the qualification is legal.
2. Wu ruiruirui is not under any of the circumstances specified in Article 146 of the company law, has not been recognized as a market prohibited person by the CSRC and the prohibition has not been lifted, has not been publicly recognized as inappropriate by the stock exchange but served as the Secretary of the board of directors of a listed company, and has not been punished by the CSRC and other relevant departments and the stock exchange, No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations.
Therefore, we agree to appoint Wu ruiruirui as the Secretary of the board of directors of the company.
Independent directors: Wan Hongbo, Lei Hailiang, Chou Lingjun
February 17, 2022
