Guizhou Wire Rope Co.Ltd(600992)
Opinions of independent directors
As an independent director of the company, in accordance with the guiding opinions on the establishment of independent director system by listed companies, the governance standards of listed companies, the articles of association, the working rules for independent directors and other relevant provisions of the CSRC, we have verified the relevant materials of the company, and now express the following independent opinions on relevant matters:
1. In accordance with the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantees of listed companies (zjf [2005] No. 120) issued by the CSRC, we have carefully examined the external guarantees of the company and the implementation of the above documents, Independent opinions on the situation are as follows:
As of December 31, 2021, the company had no external guarantee, and there was no guarantee for shareholders, actual controllers and their related parties. There are no illegal capital transactions between the company and its controlling shareholders.
2. According to the guiding opinions on the establishment of independent director system by listed companies, the articles of association, the working rules for independent directors and other relevant provisions of the CSRC, we have checked the relevant materials of the company, considered that the company’s daily connected transactions are necessary for the company’s production and operation, and agreed that the company should continue to implement the signed connected transaction agreement; Agree to sign the comprehensive service agreement with Zunyi Julong Trading Co., Ltd; It is agreed that the company will sign the comprehensive service agreement with Guizhou Qianli Industrial Co., Ltd. and Zunyi Maite industry and Trade Co., Ltd; Agree to submit the daily connected transaction agreement to the general meeting of shareholders for deliberation, and express the following independent opinions:
(1) The daily related party transaction agreements to be executed by the company comply with the principles of fairness, impartiality and openness, the transaction pricing is fair and reasonable, and the interests of both parties to the transaction are fully taken into account. The related party transactions do not damage the interests of the joint stock company and its shareholders, especially the medium and small shareholders.
(2) The above related party transactions are conducive to the company’s rational allocation of resources and are of positive significance to the company’s stability and expansion of the market.
3. Independent opinions on the company’s profit distribution plan in 2021
According to the audit of Zhitong certified public accountants, the company realized a net profit of 3103166962 yuan in 2021. According to the articles of association, the statutory surplus reserve was withdrawn at a rate of 10%, and the remaining distributable profit was 2792850266 yuan. In addition to the undistributed profit of 26696501475 yuan in previous years, the profit available for distribution to shareholders in 2021 totaled 29489351741 yuan.
Based on the continuous expansion of the company’s production scale, the increasing demand for working capital and the large capital demand for the overall relocation of the company, the company puts forward the following distribution plan based on the principle of timely repayment to shareholders and conducive to the long-term development of the company:
Based on the total number of 245090000 shares of the company as of December 31, 2021, a total of 931342000 yuan will be distributed to all shareholders according to the cash distribution of 0.38 yuan (including tax) for every 10 shares, and the remaining undistributed profit of 28558009741 yuan will be carried forward to the company for distribution in future years.
The company will not convert the capital reserve into share capital this time.
We believe that the profit distribution plan meets the needs of the company’s sustainable development and is conducive to enhancing the competitiveness of the company. We agree with the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
4. Independent opinions on candidates for directors
In accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working rules of independent directors, as independent directors of the company, we participated in the 16th meeting of the seventh board of directors held by the company on March 10, 2022, We hereby express the following independent opinions on the candidates nominated by the board of directors for the 8th board of directors of the company:
1) The board of directors nominated Ms. Ma Ying, Ms. Song Rong and Mr. Li Changrong as candidates for independent directors of the eighth board of directors of the company, and nominated Mr. Wang Xiaogang, Mr. Ma Xianhong, Mr. Ma Minggang, Mr. Liang Peng, Mr. Yang Cheng and Mr. Yuan turbulent Hong as candidates for directors of the eighth board of directors of the company. After we reviewed the personal resumes, qualifications and other relevant materials of the above personnel, It is considered that the above personnel meet the provisions on the qualification of directors in the company law, the articles of association and the working rules of independent directors, and there is no situation stipulated in articles 146 and 148 of the company law, nor is there a phenomenon that they are determined as prohibited by the CSRC and the prohibition has not been lifted.
2) The nomination, deliberation and voting procedures of the above candidates comply with the provisions of the company law and the articles of association.
3) We agree to nominate the above-mentioned persons as candidates for directors of the eighth board of directors of the company.
5. Independent opinions on using some idle raised funds for cash management:
On the premise of not affecting the implementation of investment projects with raised funds and ensuring the safety of funds, the company uses some temporarily idle raised funds to purchase Principal Guaranteed structural deposits or principal guaranteed bank financial products in a short term, which is conducive to increasing the income of raised funds. It has not changed the investment plan of raised funds or the purpose of raised funds, which is in line with the interests of the company and shareholders. The company has formulated relevant systems and established risk control procedures and measures. The investment complies with the provisions of relevant laws, regulations and rules, and its decision-making procedure is legal and effective.
It is agreed that the company can use idle raised funds with a maximum amount of no more than 300 million yuan to purchase Principal Guaranteed structured deposits or principal guaranteed financial products, and the above amount can be used on a rolling basis during the investment period.
6. Independent opinions on the appointment of accounting firms
As an independent director of Guizhou Wire Rope Co.Ltd(600992) , we have carefully understood the specific situation of the company’s proposed accounting firm from the company’s management, and reviewed the relevant qualifications and other supporting materials of the proposed accounting firm. We believe that the company’s proposed accounting firm meets the needs of the company’s development, and the review procedures comply with the provisions of relevant laws, regulations and the articles of association. Grant Thornton Certified Public Accountants (special general partnership) is qualified for securities and futures related business, has many years of experience and ability to provide audit services for listed companies, has good professional competence, investor protection ability, independence and integrity, and can provide true and fair audit services for the company, Be able to meet the requirements of the company’s financial and internal control audit in 2022; The proposed accounting firm of the company does not harm the interests of the company and all shareholders; We agree to continue to appoint Zhitong Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022 for one year, and the audit service fee is RMB 800000. Agree to submit the proposal to the board of directors for deliberation and to the general meeting of shareholders for deliberation.
Signature of independent director: Ma Yingwei, Liu Qiao
March 10, 2002
