Inner Mongolia Dazhong Mining Co.Ltd(001203) independent opinions and special instructions on matters related to the 10th meeting of the 5th board of directors of the company
Inner Mongolia Dazhong Mining Co.Ltd(001203)
Independent directors' opinions on relevant matters of the 10th meeting of the 5th board of directors of the company
Independent opinions and special instructions
As an independent director of the 5th board of directors of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as "the company"), based on independent judgment, in accordance with the rules and regulations such as the rules for independent directors of listed companies, 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, working rules for independent directors and other relevant requirements, After reviewing the proposals and relevant materials submitted to the 10th meeting of the 5th board of directors of the company for deliberation, he expressed independent opinions on the following matters:
1、 Independent opinions on the company's profit distribution in 2021
After review, we believe that the plan for no profit distribution in 2021 proposed by the board of directors of the company after comprehensive consideration of the company's future development strategic plan and fund use arrangement is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan is legal, compliant and reasonable, There is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company. Therefore, we unanimously agree to the plan of no profit distribution in 2021 proposed by the board of directors.
2、 On the independent opinions and special instructions on the occupation of the company's funds by the controlling shareholders and other related parties, we have carefully checked the occupation of the company's funds by the controlling shareholders and other related parties in 2021, and our opinions are as follows: during the reporting period, the company did not have the occupation of the company's funds by the controlling shareholders and other related parties, Nor does it exist that the controlling shareholders and other related parties occupied the company's funds in the previous period and continued to the reporting period. The company strictly abided by the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, and strictly controlled the risk of capital occupation by related parties.
3、 Independent opinions and special instructions on the external guarantee of the company
We have carefully checked the external guarantees of the company in 2021, and our opinions are as follows: during the reporting period, the external guarantees of the company are all guarantees for wholly-owned subsidiaries, there are no external guarantees other than wholly-owned subsidiaries, and the company does not provide guarantees for controlling shareholders, other related parties, any unincorporated units or individuals. As of December 31, 2021, the actual external guarantee balance of the company was 1010 million yuan. The company and its subsidiaries have no overdue external guarantee. The company has established perfect internal control over external guarantee
Inner Mongolia Dazhong Mining Co.Ltd(001203) independent opinions and special instructions on matters related to the 10th meeting of the 5th board of directors of the company
The system can prudently treat and strictly control the debt risk caused by external guarantee, and the guarantee risk is controllable, which is in line with the overall interests of the company. The external guarantee complies with relevant regulations and legal approval procedures, and can earnestly perform the obligation of information disclosure of external guarantee in accordance with relevant laws and regulations, and there is no behavior damaging the interests of the company and shareholders (especially minority shareholders).
4、 Independent opinions on the self-evaluation report of the company's internal control in 2021
After carefully reviewing the self-evaluation report on internal control in 2021 and relevant materials, we believe that the company has established a relatively perfect internal control system, and the existing internal control system meets the relevant provisions of laws, regulations and the articles of association, meets the needs of the current actual situation of the company's production and operation, and can be effectively implemented. The self evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the actual situation of the construction and operation of the company's internal control system.
5、 Independent opinions on the renewal of accounting firm
We believe that Zhonghui Certified Public Accountants (special general partnership) has the audit qualification to carry out securities and futures related businesses, independence, professional competence, investor protection ability and rich experience and ability to provide audit services for listed companies. In the previous years, he performed his duties in providing audit services for the company, and completed the audit work well. The audit report issued can fairly and truly reflect the company's financial status and operating results. The decision-making procedures on the renewal of his appointment as the company's audit institution in 2022 comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, which is conducive to maintaining the continuity and stability of the company's audit work and does not damage the interests of the company and minority shareholders. We agree to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 and submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers
After verification, the company has formulated the remuneration plan for directors, supervisors and senior managers in 2022 and other relevant materials. We believe that the remuneration plan for directors, supervisors and senior managers in 2022 is formulated according to the size and actual operation of the company and the remuneration level of the company's industry, which is conducive to mobilizing the work enthusiasm of the company's directors and strengthening directors The sense of diligence of supervisors and senior managers is conducive to the long-term development of the company. The remuneration scheme of directors and senior managers in 2022 has been deliberated and approved at the first meeting of the remuneration and assessment committee of the Fifth Board of directors of the company, and the deliberation procedures comply with the provisions of relevant laws and regulations and relevant systems of the company. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws and regulations
Inner Mongolia Dazhong Mining Co.Ltd(001203) independent opinions and special instructions on matters related to the 10th meeting of the 5th board of directors of the company
And the articles of association.
7、 Independent opinions on the estimated amount of daily connected transactions in 2022
We believe that the related party transactions between the company and related parties are based on the daily business needs and reasonably predict the daily related party transactions of the company in 2022. This related party transaction was reviewed at the 10th meeting of the Fifth Board of directors of the company, and the related directors avoided during the voting process. Its decision-making procedures comply with the requirements of relevant laws and regulations, which is legal and effective; The pricing of related party transactions is fair and equitable; The company's main business will not form significant dependence on related parties due to related party transactions, which will not affect the independence of the company.
We agree to the expected related party transactions between the company and related parties in 2022 and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Explanation on the great difference between the actual situation and the expected situation of the company's daily related party transactions in 2021
We believe that the company's daily related party transactions in 2021 are determined according to the actual contract amount signed by both parties and the implementation progress. The daily related party transactions in 2021 are expected to be the upper limit of the possible business of both parties in 2021, with great uncertainty. The actual transactions between the company and related parties are priced according to the market principle, fair and reasonable, do not harm the interests of the company and minority shareholders, and are conducive to the sustainable and steady development of the company. 9、 Independent opinions on the special report on the deposit and actual use of raised funds in 2021 and the report on the deposit and use of previously raised funds
The special report on the storage and actual use of raised funds in 2021 and the report on the storage and use of previously raised funds truly and objectively reflect the storage and use of the company's raised funds. The storage and use of the company's raised funds comply with the requirements of the CSRC In the relevant provisions of Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, there is no violation of the deposit and use of raised funds, no change or disguised change in the investment direction of raised funds, and no damage to the interests of shareholders, especially small and medium-sized shareholders.
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Inner Mongolia Dazhong Mining Co.Ltd(001203) independent opinions and special instructions on matters related to the 10th meeting of the 5th board of directors of the company
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Wang Jianwen: Wang Lixiang:
