Guangdong Provincial Expressway Development Co.Ltd(000429) independent director
Independent opinions on matters related to the 27th meeting of the ninth board of directors
Guangdong Provincial Expressway Development Co.Ltd(000429) (hereinafter referred to as “Guangdong Expressway“) the 27th meeting of the ninth board of directors deliberated and adopted the proposal on the profit distribution plan in 2021, the proposal on the internal control evaluation report in 2021, the proposal on the employment of the audit institution of the financial report in 2021, the proposal on the employment of the internal control audit institution in 2021 Proposal on confirming the risk assessment report of Guangdong Communications Group Finance Co., Ltd., proposal on nominating candidates for directors of the ninth board of directors, proposal on the company’s expected daily connected transactions in 2021, and proposal on transferring 100% equity of Guangdong Gaosu Technology Investment Co., Ltd., a wholly-owned subsidiary.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the operation specifications of companies listed on the main board of Shenzhen Stock Exchange, the Guangdong Provincial Expressway Development Co.Ltd(000429) articles of association, the Guangdong Provincial Expressway Development Co.Ltd(000429) independent director system and other relevant provisions, as an independent director of the company, with a realistic, serious and responsible attitude, After carefully reviewing the relevant materials, after careful analysis and based on our independent judgment, we hereby express the following independent opinions on the above motion:
1、 Proposal on 2021 profit distribution plan
The profit distribution plan of Guangdong Expressway in 2021 is to distribute a cash dividend of 5.70 yuan (including tax) for every 10 shares. This profit distribution only adopts cash dividend, and the total cash dividend accounts for 70.09% of the net profit attributable to the shareholders of the listed company in 2021; The accumulated profits distributed by Guangdong Expressway in cash in the last three consecutive years account for 210.29% of the average annual net profits attributable to common shareholders of Listed Companies in recent three years, which is in line with the decision on Amending Several Provisions on cash dividends of listed companies (CSRC Order No. 57), the company’s shareholder return plan for the next three years (20212023) The articles of association and other relevant laws and regulations. We believe that the profit distribution plan of Guangdong Expressway in 2021 comprehensively considers the sustainable development of the company and the return of investors, which is in line with the objective situation of the company, the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of investors.
2、 Proposal on internal control evaluation report in 2021
After carefully reading the contents of the report and communicating with the management, discipline inspection and audit department and other executive departments of Guangdong Expressway, we believe that the self-evaluation of internal control of Guangdong Expressway objectively reflects the real situation of internal control of Guangdong Expressway, and the summary of internal control of Guangdong Expressway is comprehensive, covering the main businesses and matters of Guangdong Expressway and its holding subsidiaries. The control self-evaluation report objectively reflects the construction, operation and supervision of the internal control system of Guangdong Expressway. The procedures and methods of internal control evaluation, internal control defects and their identification and rectification formulated by Guangdong Expressway are highly operable, which is conducive to enhancing the ability of internal control governance, improving the efficiency of internal control governance and improving the internal control governance environment. We agree with the report.
3、 Proposal on employing 2022 financial report audit institution and proposal on employing 2022 internal control audit institution
Be qualified to audit and control the financial situation of the listed company independently (2022) and have the ability to provide audit services related to the financial situation of the listed company independently, and be able to provide audit services related to the financial situation of the listed company; The procedures for employing an accounting firm this time comply with the provisions of laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and shareholders. We agree that the company will continue to employ YONGTUO Certified Public Accountants (special general partnership) as the auditor of the company’s financial report and internal control in 2022.
4、 Proposal on confirming the risk assessment report of Guangdong Communications Group Finance Co., Ltd
1. As a non bank financial institution, Guangdong Communications Group Finance Co., Ltd. (hereinafter referred to as “finance company”) has a legal and valid financial license and business license of enterprise legal person;
2. The finance company operates in strict accordance with the provisions of the measures for the administration of financial companies of enterprise groups (CBRC order [2004] No. 5) issued by Bank Of China Limited(601988) industry supervision and Administration Commission, with good operating performance, and has not found any major defects in the capital, credit, audit, information management system and other risk control systems related to the financial statements as of December 31, 2021.
3. The related deposits, loans and other financial services between Guangdong Expressway and the financial company are fair and reasonable, and there is no behavior damaging the interests of the company’s shareholders.
5、 Proposal on nominating candidates for directors of the ninth board of directors
1. After reviewing the resumes and other materials of the director candidate Mr. Kuang Yu, it is not found that he is not allowed to serve as a director of the company in accordance with Article 146 of the company law, nor is he determined as a prohibited person by the CSRC. His qualifications meet the relevant provisions of the company law, the company constitution and other relevant regulations, his educational background, employment experience Professional ability and professional quality can be competent for the position of director.
2. The nomination and voting procedures of the board of directors of the company comply with the provisions of the articles of association and relevant laws and regulations, and are legal and effective.
6、 Proposal on the company’s expected daily related party transactions in 2021 and proposal on transferring 100% equity of wholly-owned subsidiary Guangdong High Speed Technology Investment Co., Ltd
1. The above two related party transactions have followed the principles of openness, fairness and impartiality, and the transaction pricing is fair; It does not affect the independence of the company and does not damage the legitimate rights and interests of the company and other non affiliated shareholders, especially the interests of minority shareholders.
2. The voting procedures of Guangdong Expressway in considering the above two connected transactions complied with the relevant provisions of the company law, the articles of association and the Listing Rules of Shenzhen Stock Exchange. The connected directors Mr. Chen Min, Mr. Zeng Zhijun, Mr. you XiaoCong and Mr. Ren Hua avoided voting.
Independent director: Bao Fangzhou, Gu Naikang, Liu Zhonghua, Zhang Hua, Zeng Xiaoqing
Date: March 15, 2022
