China Camc Engineering Co.Ltd(002051) opinions of independent directors
China Camc Engineering Co.Ltd(002051) opinions of independent directors
In accordance with several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the working system of China Camc Engineering Co.Ltd(002051) independent directors, we, as independent directors of China Camc Engineering Co.Ltd(002051) , Express the following independent opinions on the proposal on carrying out long-term foreign exchange settlement and sales business and the proposal on by election of independent directors deliberated at the 15th meeting of the seventh board of directors of the company:
1、 Proposal on carrying out forward foreign exchange settlement and sales business
The company’s long-term foreign exchange settlement and sales business for the purpose of hedging is conducive to the use of long-term foreign exchange settlement and sales hedging tools to reduce the exchange rate risk caused by exchange rate fluctuations, lock in project profits and control business risks; The company has formulated the measures for the management of China Camc Engineering Co.Ltd(002051) long-term foreign exchange settlement and sales, which clearly stipulates the approval procedures, management and operation regulations, risk management, supervision and inspection and information disclosure for carrying out this business, which is conducive to reducing the risk of internal control; The company has formulated the feasibility analysis report on China Camc Engineering Co.Ltd(002051) long-term foreign exchange settlement and sales business, which gives a full and detailed description of the background, basic situation, risk analysis and risk control measures of the business, which is conducive to investors’ comprehensive understanding of the long-term foreign exchange settlement and sales business; The company’s long-term foreign exchange settlement and sales business meets the needs of the company’s business development, and the review and voting procedures comply with relevant regulations, which are legal and effective. Therefore, we agree with the voting results of the board meeting on this proposal.
2、 Proposal on by election of independent directors
1. Mr. Xin Xiuming, the candidate for independent director of the seventh board of directors nominated this time, complies with the guiding opinions on the establishment of independent director system in listed companies and the standards for the governance of listed companies
China Camc Engineering Co.Ltd(002051) opinions of independent directors
And other laws and regulations and the relevant provisions of the articles of association on the qualifications and conditions of independent directors, have the independence required to serve as independent directors and the ability to perform the duties of independent directors. Mr. Xin Xiuming has not obtained the qualification certificate of independent director. He has made a written commitment to sign up for the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Before the candidates for independent directors are submitted to the general meeting of shareholders for election, their qualifications and independence shall also be examined and approved by Shenzhen Stock Exchange.
2. The nomination procedure complies with the relevant provisions of the articles of association and is legal and effective.
3. It is agreed to submit the candidates for independent directors considered and approved at this meeting of the board of directors to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Independent directors: Wang Decheng, Li Guoqiang, Li Xuhong December 22, 2012
