Shandong Hongchuang Aluminum Industry Holding Company Limited(002379) independent director
Independent opinions on matters related to the sixth meeting of the Fifth Board of directors
In accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, stock listing rules of Shenzhen Stock Exchange, articles of association and other relevant provisions, we, as independent directors of Shandong Hongchuang Aluminum Industry Holding Company Limited(002379) (hereinafter referred to as “the company”), We hereby express our independent opinions on the relevant matters of the sixth meeting of the Fifth Board of directors as follows:
1、 Independent opinions on annual profit distribution plan in 2021
We believe that the profit distribution plan for 2021 proposed by the board of directors of the company has been audited by Daxin Certified Public Accountants (special general partnership). The net profit attributable to the owner of the parent company in 2021 is negative. The company does not distribute profits in 2021, nor does it implement the conversion of capital reserve into share capital, which is in line with relevant laws The relevant provisions of the regulations and the articles of association do not damage the interests of the company and all shareholders, especially the interests of minority shareholders. Agree to the 2021 profit distribution plan of 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.
2、 Independent opinions of independent directors on the company’s renewal of the 2022 financial audit institution
Daxin Certified Public Accountants (special general partnership) has the practice certificate of certified public accountants and the business qualification related to securities and futures, has the audit service experience of listed companies, has sufficient independence, professional competence and investor protection ability, can meet the annual financial audit of the company, and is conducive to ensuring or improving the quality of audit work of listed companies. The review procedure of the company’s appointment of an accounting firm and determination of its remuneration complies with the relevant provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. We agree that the company will appoint Daxin Certified Public Accountants (special general partnership) as the audit institution in 2022 and agree on its remuneration, and agree to submit the proposal on the renewal of the company’s financial audit institution in 2022 to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on the occupation of funds by controlling shareholders and other related parties and external guarantees
We carefully checked the company’s funds occupied by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021. During the reporting period, there was no non operational occupation of the company’s funds by the controlling shareholders and other related parties, and there was no non operational occupation of the company’s funds in other disguised ways. We have checked the external guarantees of the company’s controlling shareholders and other related parties and issued the following special instructions and independent opinions:
The company does not provide guarantee for shareholders, actual controllers and their affiliates, any unincorporated units or individuals; During the reporting period, the company and its subsidiaries did not have any new external guarantee. By the end of the reporting period, the company had no external guarantee.
In 2021, the company strictly complied with relevant laws, regulations, normative documents and the articles of association, and the company did not provide external guarantees in violation of regulations. There is no violation of the provisions of the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies.
4、 Independent opinions on the evaluation report of the company’s internal control
At present, the company has established a relatively sound and perfect internal control system. All internal control systems comply with relevant national laws, regulations and relevant requirements of regulatory authorities, as well as the needs of the company’s current production and operation, and have been effectively implemented. We believe that the evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control.
5、 Independent opinions on the company’s 2022 compensation scheme for non independent directors, senior executives and allowance scheme for independent directors
The 2022 compensation plan for non independent directors and senior executives and allowance plan for independent directors formulated by the company take into account the actual operation of the company and the development level of the industry and region, which is conducive to mobilizing the work enthusiasm of the company’s directors and senior managers, strengthening the awareness of diligence and responsibility of independent directors, and conducive to the long-term development of the company. During the deliberation of the proposal, the related directors all abstained from voting. Agree to the 2022 annual remuneration plan for directors and senior executives and the allowance plan for independent directors formulated by the company, and agree to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the development of commodity derivatives business by the company and its subsidiaries
The relevant approval procedures for the company and its subsidiaries to carry out commodity derivatives business comply with relevant national laws and regulations and the relevant provisions of the articles of association. The company has formulated the hedging business management system, which defines the approval process, risk prevention and control, management and other internal control procedures, which plays a role in ensuring the company’s risk control. The company and its subsidiaries carry out commodity derivatives business, which can effectively avoid and prevent the operating risks brought to the company by the price fluctuation of main products, make full use of the hedging function of the futures market and reduce the impact of price fluctuation on the company. We believe that the commodity derivatives business carried out by the company and its subsidiaries is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree that the company and its subsidiaries carry out commodity derivatives business.
7、 Independent opinions on the foreign exchange hedging business of the company and its subsidiaries
The company and its subsidiaries carry out foreign exchange hedging business in order to effectively prevent and resolve the market risks caused by exchange rate changes, reduce the company risks caused by exchange rate price fluctuations, and reduce the impact of exchange rate fluctuations on the normal operation of the company. This is a necessary means to protect the normal operating profits, not just speculation and arbitrage transactions for the purpose of profit. The company has formulated the hedging business management system and improved the relevant internal control processes, and the targeted risk control measures taken by the company are feasible and effective; Meanwhile, the margin of foreign exchange hedging business to be carried out by the company and its subsidiaries will use its own funds instead of raised funds. The foreign exchange hedging business carried out by the company and its subsidiaries will comply with the provisions of relevant laws, regulations, normative documents and relevant systems of the company. We believe that the foreign exchange hedging business carried out by the company and its subsidiaries is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree that the company and its subsidiaries carry out foreign exchange hedging business.
Independent director: Sun Nan, Liu Jianwen, Deng Yan
February 25, 2022
