2021 annual report document
Meihua Holdings Group Co.Ltd(600873) independent director
As an independent director of Meihua Holdings Group Co.Ltd(600873) (hereinafter referred to as “the company”), in accordance with the requirements of the guiding opinions on the establishment of independent director system in listed companies and the articles of association, we made independent judgment on the relevant matters considered at the 28th meeting of the ninth board of directors, Make the following comments:
1、 Special description and independent opinions on the profit distribution plan (plan) of 2021
The profit distribution plan (plan) proposed by the company is: Based on the total share capital registered on the date of equity distribution (deducting the number of shares in the special account for share repurchase) as the base, distribute cash dividends of RMB 4.0 (including tax) to all shareholders for every 10 shares, and it is expected to distribute cash dividends of about RMB 1.239 billion (including tax). The plan needs to be submitted to the general meeting of shareholders for deliberation, and the actual amount of distribution shall be subject to the announcement on the implementation of equity distribution issued by the company. If the total share capital of the company changes before the equity registration date of equity distribution, the distribution proportion per share shall remain unchanged and the total distribution shall be adjusted accordingly.
We believe that the company’s profit distribution plan (plan) for 2021 complies with the requirements on cash dividends in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association. The profit distribution plan (plan) matches the development status and capital needs of the company and does not damage the legitimate rights and interests of shareholders of the company, especially small and medium-sized shareholders. It is agreed to submit the plan to the general meeting of shareholders of the company for deliberation.
2、 Special opinions on the company’s internal control evaluation report in 2021
After carefully consulting the internal control evaluation report of Meihua Holdings Group Co.Ltd(600873) 2021, we believe that the internal control system established by the company in 2021 generally meets the relevant requirements of relevant national laws, regulations and regulatory authorities, and there is no significant deviation in the actual implementation process.
During the reporting period, the company did not have major defects in internal control over financial reporting and non-financial reporting, nor did it affect the evaluation conclusion of the effectiveness of internal control. By the end of the reporting period, the actual situation of corporate governance had met the requirements of the normative documents on the governance of listed companies issued by the CSRC.
3、 Opinions on carrying out financial derivatives trading business
According to the actual business needs of the company, combined with the characteristics of the company’s foreign exchange business such as product export and US dollar liabilities, in order to avoid the risks caused by exchange rate fluctuations, the company carried out financial derivatives trading business, which met the requirements of relevant systems and regulations, and performed the necessary approval procedures.
2021 annual report document
4、 Opinions on using idle self owned funds to purchase financial products
The company ensures that on the premise of meeting the normal production and operation and capital safety, it uses idle self owned funds to purchase financial products, which is conducive to improving the use efficiency of idle self owned funds and increasing the investment income of cash assets. The financial investment business carried out by the company is supervised by the audit department, the risk management committee and the independent directors and the board of supervisors. It can effectively control the corresponding risks, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
5、 Opinions on daily connected transactions expected in 2022
The company and its subsidiaries intend to sell adenosine and purchase raw materials to Tongliao Desheng Biotechnology Co., Ltd., a joint-stock company. The transaction period is from January 2022 to December 2022, and the estimated transaction amount is about 120 million yuan. The daily related party transaction occurred due to the needs of the company’s daily production and operation. It will strictly abide by the principle of fair and fair market transaction, will not damage the interests of the company and the interests of the majority of minority shareholders, and will not affect the company’s sustainable operation ability and independence. It is agreed to submit it to the board of directors for deliberation. The related party transaction is expected to be about 120 million yuan in 2022, which does not reach 5% of the company’s latest audited net assets and does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Opinions on changes in accounting policies
The change of the company’s accounting policy is a reasonable change according to the requirements of relevant documents of the Ministry of finance, in line with relevant regulations and the actual situation of the company, and the decision-making procedures comply with relevant laws, regulations and the articles of association, which will not damage the interests of minority shareholders. We agree to the change of the company’s accounting policy.
7、 Opinions on the reappointment of 2022 financial report audit institution and internal control audit institution
We have carefully reviewed the qualification certificate and business introduction documents of Dahua Certified Public Accountants (special general partnership). In view of its rich audit experience and excellent business ability, Dahua Certified Public Accountants (special general partnership) believes that it can meet the requirements of the company’s future financial audit and internal control audit, Agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022.
8、 Opinions on revising and adjusting the purpose of the shares repurchased in the previous time
The company adjusted the purpose of share repurchases in accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 – share repurchases and other laws and regulations, normative documents and the articles of association. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant.
The company adjusted the purpose of the previous share repurchase based on the company’s current situation and long-term development strategy
2021 annual report document
The share repurchase plan is in line with the interests of the company and all shareholders, and will not have a significant impact on the company’s daily operation, financial status, R & D ability, capital status, debt performance ability and future development, and will not affect the company’s listing status. The plan is reasonable and feasible.
Therefore, we believe that the company’s adjustment of the purpose of repurchased shares is legal, compliant, necessary and feasible, and there is no situation that damages the legitimate interests of the company and all shareholders, especially minority shareholders. We agree with the company’s adjustment of the purpose of repurchased shares.
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2021 annual report document
There is no text on this page, which is the signature page of Meihua Holdings Group Co.Ltd(600873) independent directors’ special instructions and independent opinions on relevant matters considered by the board of directors
Guo Chunming:
Luo Qinghua:
March 11, 2022
