Zijin Mining Group Company Limited(601899) independent director’s independent opinions on matters related to the 10th meeting of the 7th board of directors of the company
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, as independent directors of Zijin Mining Group Company Limited(601899) (hereinafter referred to as “the company”), based on independent judgment, After carefully reviewing the relevant meeting materials of the 10th meeting of the seventh board of directors, the independent opinions are as follows:
1、 Independent opinions on the 2021 internal control evaluation report of the company
After careful verification, we believe that the company’s internal control management system has been basically established and improved, and the internal control system is standardized, strict, sufficient and effective in terms of internal environment, goal setting, event identification, risk assessment, risk countermeasures, control activities, information and communication, inspection and supervision, which generally meets the requirements of relevant national laws, regulations and regulatory authorities, The company’s internal control activities basically cover all operation links and effectively ensure the normal operation and management of the company. The report can truly and objectively reflect the actual situation of the company’s internal control.
2、 Independent opinions on the company’s 2021 profit distribution plan
After careful verification, we believe that the board of directors of the company has fully demonstrated when formulating the above profit distribution plan, which not only ensures the continuity and stability of the company’s profit distribution policy, but also takes into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. The above profit distribution plan complies with the relevant provisions on cash dividends in the articles of association and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies. When the board of directors deliberated the profit distribution plan, the voting procedure was legal and effective, and agreed to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal on the 2021 annual salary plan of the Seventh Executive Director and chairman of the board of supervisors and the proposal on the approval of the 2021 annual salary of the seventh vice president, Secretary of the board of directors and chief engineer
After careful verification, we believe that the above matters were reviewed and approved by the nomination and Remuneration Committee of the board of directors and submitted to the board of directors for deliberation. The deliberation procedure is legal, in line with the current situation of the company’s operation and management and the company’s performance, and there is no harm to the interests of the company and shareholders. We agree to submit the 2021 annual remuneration plan of the Seventh Executive Director and chairman of the board of supervisors to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
After careful verification, we believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) is qualified to serve as a financial audit and internal control audit institution, has corresponding professional knowledge and ability to perform its duties, follows independent, objective and impartial professional standards, objectively evaluates the company’s financial situation and operating results, and can meet the requirements of the company’s audit work. The procedure of this appointment is legal and compliant, and there is no damage to the interests of the company and shareholders. We agree to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and agree to submit the matter to the company’s 2021 annual general meeting for deliberation. 5、 Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2021
After careful verification, we believe that the contents of the special report on the deposit and actual use of the company’s raised funds in 2021 are true, accurate and complete, without false records, misleading statements and major omissions, truly and objectively reflect the deposit and actual use of the company’s raised funds in 2021, and comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the deposit and use of the raised funds of listed companies, There is no illegal use of the raised funds and no damage to the interests of shareholders.
6、 Independent opinions on the proposal on external guarantee arrangements in 2022
After careful verification, we believe that: the company deliberates and authorizes in the form of estimated guarantee amount, which is in line with the provisions of relevant laws and regulations, normative documents and the articles of Association; Conform to the actual operation and overall development strategy of the company and will not damage the interests of the company and shareholders; It is agreed that the board of directors of the company will submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on the provision for asset impairment in 2021
After careful verification, we believe that the company’s provision for asset impairment this time complies with and complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, and conforms to the actual situation of the company; The accrual basis is sufficient and the decision-making procedure is legal, which can truly and fairly reflect the asset value and financial status of the company, help to provide investors with more authentic and reliable accounting information, and there is no situation that damages the interests of the company and all shareholders.
8、 Independent opinions on the occupation of funds by related parties and the company’s accumulated and current external guarantees
After careful verification, we believe that during the reporting period, the company did not occupy the company’s funds by controlling shareholders and their related parties. During the reporting period, the company was able to strictly abide by the relevant provisions of the articles of association, standardize the external guarantee behavior and strictly control the risk of external guarantee. All guarantee acts of the company have performed relevant legal procedures in accordance with relevant laws, regulations, normative documents and the articles of association.
Independent directors: Zhu Guang, Mao Jingwen, Li Changqing, he Fulong, sun Wende, Bo Shaochuan March 18, 2022
