Xinjiang Tianshan Cement Co.Ltd(000877) independent director
Independent opinions on matters related to the fifth meeting of the eighth board of directors
In accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, as independent directors of Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as the “company”), we express the following independent opinions on relevant matters of the fifth meeting of the eighth board of directors of the company:
1、 Independent opinions on 2021 profit distribution plan
The company plans to distribute profits to shareholders in 2021. The profit distribution plan is to distribute profits to shareholders in 2021. The profit distribution plan is: take 8663422814 shares as the base, distribute 3.30 cash dividends (including tax) to all shareholders for every 10 shares, send 0 bonus shares (including tax), and do not use the accumulation fund to increase the share capital. A total of 285892952862 yuan is distributed, and the remaining 58512787576 yuan is carried forward to the next year.
After verification, we believe that the company has been implementing a sustained and stable profit distribution policy since its listing. The decision of the board of directors of the company on profit distribution in 2021 is based on the overall operating conditions of the company. In order to better repay shareholders, we put forward the distribution plan based on the actual situation of the company, which meets the needs of the company’s long-term development and does not harm the interests of shareholders. Therefore, we agree to the 2021 profit distribution plan and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinion on internal control evaluation report in 2021
The internal control evaluation report of the company truly and accurately reflects the actual situation of the construction of the company’s internal control standard system in 2021, and comprehensively reflects the internal control of the company’s key business activities, covering the internal control matters of main business processes such as organizational structure, development strategy, human resources, social responsibility, corporate culture, capital activities, purchase and sales business, asset management, financial report and so on. We believe that the company’s internal control evaluation report comprehensively, objectively and truly reflects the construction, improvement, operation and supervision of the company’s internal control standard system. The procedures and methods of internal control self-evaluation, internal control defects, identification and rectification formulated by the company are highly operable. According to its actual situation and the requirements of the regulatory authorities, the company has established a relatively perfect corporate governance structure and internal control standard system, which can effectively control and supervise the company’s operation and management and promote the coordinated, orderly and efficient operation of the company’s operation and management activities. Therefore, we agree to the proposal on the internal control evaluation report in 2021.
3、 Independent opinions on the continuous risk assessment report of China Building Materials Group Finance Co., Ltd
By reviewing the continuous risk assessment report, we believe that the report fully reflects the business qualification, internal control, operation management and risk management of China Building Materials Group Finance Co., Ltd., and the risks of related deposits and loans and other financial businesses between the company and China Building Materials Group Finance Co., Ltd. are controllable. The company’s convening and voting procedures on this related party transaction comply with the provisions of laws and regulations. The related directors avoid voting. The transaction process follows the principles of fairness and rationality, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on the continuous risk assessment report of China Building Materials Group Finance Co., Ltd.
4、 Independent opinions on 2022 external donation plan
The company’s 2022 external donation plan meets the requirements of listed companies to actively fulfill their social responsibilities and is conducive to improving the company’s social image; This external donation complies with the provisions of laws and regulations and the articles of association. The convening and voting procedures of the company on this transaction comply with the provisions of laws and regulations, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on 2022 external donation plan and submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinion on the provision for impairment in 2021
The provision for impairment of the company this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, conforms to the actual situation of the company, objectively and fairly reflects the financial situation of the company, does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, and the review procedures comply with relevant laws and regulations, the articles of association and other provisions. Therefore, we agree to the proposal on the provision for impairment in 2021.
6、 Independent opinion on write off of bad debts in 2021
The write off of bad debts of the company this time complies with the accounting standards for business enterprises and relevant accounting policies of the company, conforms to the actual situation of the company, objectively and fairly reflects the financial situation of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The review procedure complies with relevant laws and regulations, the articles of association and other provisions. Therefore, we agree to the proposal on writing off bad debts in 2021.
7、 Independent opinions on the proposed change of accounting firm
Upon examination, Dahua Certified Public Accountants (special general partnership) is qualified for securities and futures related business, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company’s financial report audit and internal control audit. Dahua certified public accountants has sufficient independence, professional competence and investor protection ability. This change of accounting firm does not damage the interests of the company and other shareholders, especially the interests of minority shareholders. The review procedure of the company’s proposed change of accounting firm complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal on the proposed change of accounting firm and submit it to the general meeting of shareholders of the company for deliberation.
Xinjiang Tianshan Cement Co.Ltd(000877) independent directors: Kong Xiangzhong, Lu Zhengfei, Zhan Lei March 21, 2022
