Tangshan Jidong Equipment And Engineering Co.Ltd(000856) independent director
Prior confirmation and independent opinions on relevant matters
As an independent director of Tangshan Jidong Equipment And Engineering Co.Ltd(000856) (hereinafter referred to as “the company”), we attended the 8th meeting of the 7th board of directors of the company, In accordance with the Listing Rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system by listed companies, the governance standards of listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and other laws and regulations, as well as the articles of association and other relevant provisions, based on independent judgment, the provision for asset impairment of the company Major matters such as related party transactions have been verified and independent opinions are issued as follows:
1、 Independent opinions on the provision for credit impairment and asset impairment in 2021
The independent directors carefully reviewed the company’s provision for credit impairment and asset impairment in 2021 and believed that:
The company’s provision for credit impairment and asset impairment in 2021 is fully based, in line with the accounting standards for business enterprises and relevant accounting policies of the company, and reflects the principle of accounting prudence;
The company’s provision for credit impairment and asset impairment in 2021 fairly reflects the company’s asset status and operating results, and helps to provide investors with more authentic and reliable accounting information. This provision is reasonable and does not harm the interests of the company and all shareholders, especially the interests of minority shareholders.
The board of directors of the company has solicited the opinions of independent directors before considering the provision for credit impairment and asset impairment in 2021, and agreed to the provision for credit impairment and asset impairment in 2021; The procedures for the board of directors to consider the matter are legal and compliant. 2、 Independent opinions on the company’s profit distribution plan in 2021
Since the company’s profit available for distribution to shareholders at the end of the reporting period is negative and does not meet the conditions for dividends, the board of directors of the company proposed that the company will not implement the plan for profit distribution and conversion of capital reserve into share capital in 2021, which is in line with the objective facts and the requirements of accounting standards for business enterprises and relevant regulations. We have no objection to the plan proposed by the board of directors that the company will not carry out profit distribution and increase the accumulation fund in 2021.
3、 Special instructions and independent opinions on the capital occupation and external guarantee of the company’s controlling shareholders and other related parties in 2021
In accordance with the relevant provisions of the notice on regulating the external guarantee behavior of listed companies (zjf (2005) No. 120) (hereinafter referred to as the “notice”), we have investigated and verified the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee, and issued relevant explanations and independent opinions as follows:
During the reporting period, the controlling shareholders of the company did not occupy funds for non operational purposes, nor did they occupy funds by illegal related parties that occurred in previous years and accumulated to the reporting period; No other external guarantees or guarantees provided for shareholders, controlling subsidiaries of shareholders, affiliated enterprises of shareholders, other related parties holding less than 50% of the company, unincorporated units or individuals; There is no direct or indirect guarantee for the guarantee object with asset liability ratio of more than 70%.
We believe that the company can strictly comply with the provisions and requirements of the notice without harming the interests of the company and its shareholders, especially the minority shareholders.
4、 Independent opinions on the evaluation report of the company’s internal control
The 2021 annual internal control evaluation report of the company is prepared in accordance with the rules for the preparation of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report, which reflects the actual situation of corporate governance and internal control; The company’s internal control systems are sound and complete, and meet the requirements of relevant national laws, regulations and regulatory authorities; The key activities of the company’s internal control are carried out in accordance with the provisions of various internal control systems, with legitimacy, rationality and effectiveness. The internal control is strict, sufficient and effective, which ensures the normal operation and management of the company.
The internal control evaluation of the company is in line with the actual situation of the company’s internal control. We agree that the company will disclose the internal control evaluation report of 2021.
5、 Independent opinions on the remuneration of non independent directors and senior managers in 2021
The remuneration of the company’s non independent directors and senior managers in 2021 was determined according to the company’s assessment methods. The remuneration and assessment committee of the board of directors reviewed the matter and considered that the remuneration standard was in line with the actual situation of the company and the payment procedure was in line with relevant regulations.
The deliberation and voting procedures of the board of directors of the company on the proposal on the remuneration of non independent directors in 2021 and the proposal on the remuneration of senior managers in 2021 comply with the provisions of the company law, the articles of association and other relevant laws, regulations and normative documents, which are legal and effective.
Relevant proposals have been deliberated and adopted at the 8th meeting of the 7th board of directors, among which the remuneration of non independent directors must be submitted to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the continuous risk assessment report of Beijing Jinyu Finance Co., Ltd
We have carefully considered the report on continuous risk assessment of Beijing Jinyu Finance Co., Ltd. and carefully read the relevant materials submitted by the company. Based on our independent judgment, we express our independent opinions as follows:
The relevant proposals have been approved by us in advance before being submitted to the board of directors for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors comply with the provisions of relevant laws, regulations and the articles of association.
Beijing Jinyu Finance Co., Ltd. is a non bank financial institution established according to law. Its establishment and operation comply with the provisions of laws and regulations, have been strictly reviewed by the banking regulatory department and have been continuously supervised by the banking regulatory department; We have not found any major defects in the risk management of Beijing Jinyu Finance Co., Ltd; It is not found that there are risks in the related deposit, loan and other financial services between the company and Beijing Jinyu Finance Co., Ltd.
On the premise of controllable risk, we agree that it will continue to provide relevant financial services to the company.
7、 Independent opinions of the company on the capital increase of its joint-stock subsidiary Tangshan Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical thermal processing Co., Ltd
1. Prior approval of independent directors
The board of directors of the company informed the independent directors of the capital increase of Tangshan Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical thermal processing Co., Ltd. in advance, provided relevant materials and conducted necessary communication. The independent directors believe that the capital increase of Tangshan Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical and thermal processing Co., Ltd. has no transfer of interests and complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and agree to submit it to the board of directors for deliberation.
2. Independent directors express independent opinions as follows:
The related party transactions of this investment comply with relevant regulations, the transaction is fair and reasonable, and the related party transaction procedures are legal and effective, which is in line with the interests of the company and all shareholders,.
The eighth meeting of the seventh board of directors held on March 16, 2022 considered and approved the above-mentioned relevant proposals, and the related directors avoided voting. The decision-making procedure of related party transactions complies with the provisions of laws, regulations and normative documents such as the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and so on.
This connected transaction still needs to be approved by the general meeting of shareholders.
8、 Prior approval and independent opinions on the appointment of accounting firms by the company in 2022 1 Prior approval opinion
Independent directors believe that ShineWing Certified Public Accountants (special general partnership) has securities and other relevant business licenses, and has sufficient independence, professional competence and investor protection ability. The Institute has been serving the company for many years. In the audit process, it can adhere to the audit principles of independence, objectivity and impartiality, work seriously, rigorously, diligently and conscientiously, and has good professional ethics and rich audit experience, which is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. Agree to recommend ShineWing Certified Public Accountants (special general partnership) as the audit institution of listed companies. It is agreed to submit the company’s proposal on the appointment of 2022 financial audit institution and the proposal on the appointment of 2022 internal control audit institution to the board of directors for deliberation.
2. Independent opinion
ShineWing Certified Public Accountants (special general partnership) has securities and other related business licenses, and has sufficient independence, professional competence and investor protection ability. The Institute has been serving the company for many years. In the audit process, it can adhere to the audit principles of independence, objectivity and impartiality, work seriously, rigorously, diligently and conscientiously, and has good professional ethics and rich audit experience, which is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders.
The procedures of the company’s reappointment of accounting firm this time comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
It is agreed that the company will continue to employ ShineWing Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022. Independent directors: Luo Xiong, Yue Dianmin, Wang Yumin
March 16, 2022
