Hainan Strait Shipping Co.Ltd(002320) opinions of independent directors
Hainan Strait Shipping Co.Ltd(002320) independent director
Independent opinions on some proposals of the sixth session of the seventh board of directors
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies (zjf [2001] No. 102) of China Securities Regulatory Commission, the detailed rules for the administration of raised funds of companies listed on the SME Board of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as Hainan Strait Shipping Co.Ltd(002320) the articles of association Hainan Strait Shipping Co.Ltd(002320) “independent director system” and other relevant provisions, as independent directors of the sixth board of directors of Hainan Strait Shipping Co.Ltd(002320) (hereinafter referred to as “the company”), after careful review of relevant materials and full discussion, we discussed the proposal on 2021 annual profit distribution plan considered at the sixth meeting of the seventh board of directors of the company Proposal on the report on the remuneration and performance assessment of senior managers in 2021, proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022, proposal on the prediction of continuous connected transactions with COSCO Shipping finance company in 2022, proposal on the continuous risk assessment report of connected transactions between the company and COSCO Shipping finance company Independent opinions on the proposal to hire an audit institution in 2022 are as follows:
1、 Independent opinions on 2021 profit distribution plan
The company has always paid attention to the return on investment to shareholders. The formulation of the profit distribution plan in 2021 is based on the actual situation of the company and complies with the provisions of the articles of association and other relevant laws and regulations on profit distribution policies, which is conducive to the sustainable, stable and healthy development of the company. Agree with the profit distribution plan of 2021 proposed by the company.
2、 Independent opinions on the 2021 annual salary and performance appraisal report of senior managers
1. Audited by Tianzhi International Certified Public Accountants (special general partnership), the company achieved a total operating income of 1399537700 yuan in 2021, which is 103.1% of the annual budget; The total profit is 338352500 yuan, which is 95.9% of the annual budget. It is suggested to adjust the completed value of the total profit by considering the impairment of some buildings in the new harbor area and the integration of shipping resources in Qiongzhou Strait. The adjusted total profit is 4236001 yuan (an increase of 852476 million yuan), which is 120.0% of the annual budget.
2. According to the implementation of the detailed rules for the annual performance appraisal of senior managers (RMB 3.2 million) and the implementation time of the detailed rules for the annual performance appraisal of senior managers (2021). Among them, the annual salary standard of the principal is 1362800 yuan and that of the deputy is 1148100 yuan.
Hainan Strait Shipping Co.Ltd(002320) opinions of independent directors
3、 Independent opinions on the expected continuous connected transactions with COSCO Shipping finance company in 2022
1. COSCO Shipping Group Finance Co., Ltd., as a normative non bank financial institution approved by Bank Of China Limited(601988) Insurance Regulatory Commission, provides financial services for the company and its subsidiaries within its business scope, which complies with the provisions of relevant national laws and regulations.
2. The company expects that the maximum deposit balance (including accrued interest and handling charges) of the company and its subsidiaries in the finance company will not exceed RMB 4.3 billion, the maximum total loan balance of the company and its subsidiaries in the finance company every day will not exceed RMB 1 billion, and the credit line provided by the finance company to the company and its subsidiaries will not exceed RMB 1 billion, In line with the company’s capital stock and operation and investment needs in 2022, the financial services agreement signed between the company and COSCO Shipping Group Finance Co., Ltd. follows the principles of openness, fairness and impartiality, conducts transactions based on the principles of voluntariness, equality and mutual benefit, and the pricing is fair. The implementation of the above related party transactions is conducive to the sustainable and sound development of the company, It does not affect the independence of the company.
4、 Independent opinions on the continuous risk assessment report of related party transactions between the company and COSCO Shipping finance company
1. The continuous risk assessment report on connected transactions between the company and COSCO Shipping Finance Co., Ltd. issued by the company fully reflects the business qualification, business and risk status of COSCO Shipping Group Finance Co., Ltd.
2. COSCO Shipping Group Finance Co., Ltd., as a non bank financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission.
3. It is agreed that COSCO Shipping Group Finance Co., Ltd. will continue to provide relevant financial services to the company and its subsidiaries.
5、 Independent opinion on hiring audit institutions in 2022
1. Tianzhi International Certified Public Accountants (special general partnership) is an accounting firm mainly engaged in the audit business of listed companies. It independently undertakes the business of certified public accountants according to law and has the qualification of securities and futures related business. 2. Tianzhi international accounting firm (special general partnership) has achieved a leading position in China in terms of business scale, practice quality and social image. It has rich experience and strong professional service ability in providing high-quality audit services for listed companies for many years, and can better meet the needs of the company to establish and improve internal control and financial audit
Hainan Strait Shipping Co.Ltd(002320) opinions of independent directors
requirement.
3. It is agreed to employ Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
Opinions of independent directors
(there is no text on this page, which is only used as the signature page of Hainan Strait Shipping Co.Ltd(002320) independent directors’ independent opinions on some proposals of the sixth meeting of the seventh board of directors.)
Signature of independent director:
Hu Zhengliang, Wang Hongbin
He Chunhai, Hu xiuqun
March 9, 2002
