Anhui Xinbo Aluminum Co.Ltd(003038) independent director
Independent opinions on matters related to the 15th meeting of the second board of directors
As an independent director of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as "the company"), in accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and other relevant laws, regulations and rules, in the spirit of independence, objectivity Based on the principle of impartiality, after carefully reviewing the relevant materials provided by the company, the opinions on the relevant matters considered at the 15th meeting of the second board of directors are as follows: I. independent opinions on the profit distribution and capital reserve conversion plan in 2021
We believe that this profit distribution plan and the plan for converting capital reserve into share capital comply with laws, regulations, the articles of association and other relevant provisions, comply with the company's development strategy and actual operation, are conducive to the sustainable and stable development of the company, and do not damage the interests of the company and all shareholders, especially minority shareholders, We agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinion on internal control evaluation report in 2021
After verification, the company has established a relatively perfect corporate governance structure and sound internal control system, which meets the requirements of relevant national laws and regulations and relevant normative documents of securities regulatory authorities, and conforms to the actual situation of the company. The company's internal control system and system can meet the requirements of the company's management and the needs of the company's development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company's business activities and the implementation of relevant national laws, regulations and rules. We believe that the internal control evaluation report of the company in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system, does not damage the interests of the company and minority shareholders, and is in line with the overall interests of the company. We agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the annual deposit and use of raised funds in 2021
After verification, the preparation of the announcement on the annual storage and use of the company's raised funds in 2021 complies with the provisions of relevant laws and regulations, truly and objectively reflects the storage and use of the company's raised funds in 2021, and the storage and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, There are no irregularities in the deposit and use of raised funds. We agree to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the guarantee provided by the actual controller for the company and related party transactions
According to the relevant provisions of the company law, the rules for independent directors of listed companies, the articles of association and other laws and regulations, as independent directors of the company, we believe that the actual controller of the company provides guarantee for the company in order to better meet the needs of the company's operation and development, without charging any guarantee fees and providing counter guarantee, It reflects the support of the actual controller to the company. The matter is open, fair, reasonable and compliant, conforms to the actual situation and business development needs of the company, is conducive to the production and operation of the company, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. During the consideration of this matter, the related directors avoided voting, the procedure was legal, the basis was sufficient, and the relevant guarantee behavior met the requirements of relevant laws and regulations. We agree that the actual controller provides guarantee and related party transactions for the company, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the renewal of accounting firm
We believe that Rongcheng Certified Public Accountants (special general partnership) has the ability and professional qualification to provide annual audit for listed companies, and can meet the company's requirements for audit institutions in terms of independence, professional competence and investor protection. In the process of cooperation with the company, it has provided high-quality audit services for the company and played a positive and constructive role in standardizing the financial operation of the company. During his tenure as the company's audit institution, he followed the independent auditing standards for Chinese certified public accountants and issued independent audit opinions fairly and reasonably. The decision-making procedure of renewing Rongcheng Certified Public Accountants (special general partnership) as the company's audit institution in 2022 is legal and effective. We agree to renew Rongcheng Certified Public Accountants (special general partnership) as the company's audit institution in 2022 and agree to submit the proposal to the company's 2021 annual general meeting for deliberation.
6、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
After verification, the remuneration of the company's directors and senior managers in 2021 complies with the company's various assessment systems and management systems, and it is agreed to submit the proposal to the company's 2021 annual general meeting for deliberation.
7、 Independent opinions on adding the post of vice chairman and electing the vice chairman of the company
1. After verification of Mr. Li Jie's resume and other relevant materials, we believe that his educational background and work experience meet the conditions for serving as the vice chairman of the company, and we have not found any circumstances under which he is not allowed to serve as the vice chairman of the company as stipulated in the company law, the articles of association and relevant normative documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, There is no case that the CSRC has determined that it is prohibited from entering the market or the prohibition has not been lifted.
2. The deliberation procedure for the election of the vice chairman is standardized and in line with the company law, the articles of association and other relevant provisions.
8、 Independent opinions on correcting accounting errors in the previous period
We believe that this correction of accounting errors is in line with the actual operation and financial situation of the company, can more truly, completely and fairly reflect the financial situation and operating results of the company, and provide investors with more accurate and reliable accounting information.
9、 Independent opinions on the provision for credit and asset impairment in 2021
After verification, in order to truly and accurately reflect the company's annual financial situation, asset value and operating results in 2021, the company and its subsidiaries conducted a comprehensive inventory and impairment test of various assets. Based on the principle of prudence, it is agreed to withdraw credit and asset impairment reserves for relevant assets that may incur credit and asset impairment losses within the scope of consolidated statements as of December 31, 2021.
10、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties
After verification, there is no illegal occupation of the company's funds by controlling shareholders and other related parties. The capital transactions between the company and the controlling shareholders and other related parties can strictly comply with the provisions of relevant laws and regulations, and there is no violation of relevant laws, regulations and provisions.
11、 Special description and independent opinions on the external guarantee of the company
After verification, the company does not provide guarantees for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties, any unincorporated units or individuals.
All independent directors of the company: Zhao Tingting, Zhao Mingjian and Chang Wei
February 24, 2022 (there is no text on this page, which is the signature page of Anhui Xinbo Aluminum Co.Ltd(003038) independent directors' independent opinions on matters related to the 15th meeting of the second board of directors)
independent director:
Anhui Xinbo Aluminum Co.Ltd(003038) board of directors
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