Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) independent opinions of independent directors on matters related to the 24th Meeting of the 8th board of directors
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) independent director
Independent opinions on matters related to the 24th Meeting of the 8th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions of China Securities Regulatory Commission, As an independent director of Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) (hereinafter referred to as “the company”), we reviewed the relevant matters considered at the 24th Meeting of the 8th board of directors of the company and expressed independent opinions as follows:
1、 Proposal on appointing the company’s audit institution in 2021 and determining its audit fees
The company’s re employment of the audit institution in 2021 has fulfilled the necessary procedures, met the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. In the opinion of the independent directors, Asia Pacific (Group) accounting firm (special general partnership) can meet the requirements of the company’s audit in 2021 and agrees to renew the employment of Asia Pacific (Group) accounting firm (special general partnership) is the company’s audit institution in 2021, and the total audit fee is 700000 yuan until the end of the company’s 2021 annual general meeting. Among them, the annual report audit fee is 600000 yuan and the internal control audit fee is 100000 yuan. The independent directors agree to submit the proposal to the company’s general meeting for review.
2、 The company’s 2022 futures hedging operation plan
The company has established the internal control system related to the futures hedging business, established a special organization and equipped with special personnel. The independent directors believe that the company’s futures hedging business can effectively avoid the risks caused by the sharp fluctuation of spot trading prices and is conducive to the smooth completion of the company’s business objectives. It 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. The independent directors agree that the company shall carry out futures hedging business. 3、 Proposal on Authorizing the management to use temporarily idle self owned funds for entrusted financial management
In order to improve the company’s fund use efficiency, under the condition of ensuring the normal main business and fund safety, the company uses some temporarily idle self owned funds for entrusted financial management, which is conducive to improving the company’s fund use efficiency and increasing the company’s fund income on the premise of risk control, will not have an adverse impact on the company’s business activities, and is in line with the interests of the company and the majority of shareholders. The company used temporarily idle self owned funds for entrusted financial management, fulfilled the necessary decision-making and approval procedures, and did not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The independent directors agree that the company will use some temporarily idle self owned funds for entrusted financial management, with a total amount of no more than 300 million yuan and an investment period of no more than 12 months
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) independent opinions of independent directors on matters related to the 24th Meeting of the 8th board of directors
It can be recycled and used within the time limit.
4、 Proposal on prediction of daily connected transactions with Jiaozuo Wanfang Group Co., Ltd
The procedures of the meeting convened and convened by the board of directors to review the related party transaction proposal comply with the provisions of relevant laws, regulations and the articles of association. When voting on related party transactions, related directors avoided voting on related party transactions, and the voting procedures met relevant regulations; This connected transaction is based on the normal production and operation needs of both parties, and the transaction pricing is based on the open market price, which reflects the principles of fairness, fairness and rationality, and does not harm the interests of the company and its shareholders, especially the minority shareholders of the company. This transaction does not affect the independence of the company’s business. The independent directors have no objection to the company’s daily connected transactions in 2022 and agree to submit the proposal to the company’s general meeting of shareholders for deliberation.
5、 Proposal on purchasing directors, supervisors and senior managers’ liability insurance
Purchasing liability insurance for the directors, supervisors and senior managers of the company is conducive to protecting the rights and interests of the company and the directors, supervisors and senior managers, improving the company’s risk management system, promoting the responsible personnel to perform their duties, and creating a good external environment for the steady development of the company. The deliberation procedure of this proposal is legal and there is no damage to the interests of the company and all shareholders. The independent directors agreed to purchase liability insurance for the company and the directors, supervisors and senior management, and agreed to submit it to the general meeting of shareholders of the company for deliberation.
The convening procedures and voting procedures of the 24th Meeting of the 8th board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association, and the necessary procedures have been performed during the deliberation of the above proposals.
Independent directors: Qin gaowu, Kong xiangrudder, Liu Jidong
(signature page attached)
December 23, 2021
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) independent opinions of independent directors on matters related to the 24th Meeting of the 8th board of directors
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Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) independent director
Signature page of independent opinions on matters related to the 24th Meeting of the 8th board of directors Qin gaowu Kong xiangrudder Liu Jidong
