Yunnan Aluminium Co.Ltd(000807) independent directors
Independent opinions on the proposal on the change of the company’s accounting policies
In accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company and other relevant provisions of the CSRC, we, as independent directors of the company, express the following independent opinions on the changes of the company’s accounting policies:
The change of the company’s accounting policy is made according to the requirements of the documents of the Ministry of finance. The changed accounting policy complies with the relevant provisions of the Ministry of Finance and does not damage the interests of the company and all shareholders. The changed accounting policies can more objectively and fairly reflect the company’s financial situation and operating results, and provide investors with more reliable and accurate accounting information. The change procedure of this accounting policy complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the change of the company’s accounting policies.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
February 21, 2023
Yunnan Aluminium Co.Ltd(000807) independent directors
Independent opinions on the proposal on the provision for credit impairment and asset impairment in 2021
Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as “the company”) the 13th meeting of the 8th board of directors was held by means of communication on March 21, 2022. As an independent director of the company, we, in accordance with the rules for independent directors of listed companies, the governance standards of listed companies and the stock listing rules of Shenzhen Stock Exchange of China Securities Regulatory Commission, We carefully checked the relevant contents of the proposal on the provision for credit impairment and asset impairment in 2021, and expressed the following independent opinions on the company’s provision for credit impairment and asset impairment:
1、 The provision for credit impairment and asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises. Based on the principle of prudence, the provision for credit impairment and asset impairment this time fairly, objectively and truly reflect the company’s financial and asset status as of December 31, 2021, making the company’s accounting information about asset value more authentic and reliable.
2、 The decision-making procedures for the provision for credit impairment and asset impairment this time comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders.
3、 We agree that the company will make provision for credit impairment and asset impairment this time.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
February 21, 2023
Yunnan Aluminium Co.Ltd(000807) independent directors
Independent opinions on the plan for profit distribution in 2021
In accordance with the rules for independent directors of listed companies issued by China Securities Regulatory Commission, the 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 the company, we have carefully reviewed the company’s profit distribution plan in 2021 and issued the following independent opinions:
The profit distribution plan proposed by the board of directors of the company complies with the actual production and operation of the company and the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
We agree to the company’s 2021 profit distribution plan and agree to submit this plan to the company’s 2021 annual general meeting for deliberation.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
February 21, 2023
Yunnan Aluminium Co.Ltd(000807) independent directors
According to the independent opinions of the proposal on the self-evaluation report on internal control of the company in 2021, according to the requirements of the basic norms of enterprise internal control and supporting guidelines, the guidelines for the evaluation of enterprise internal control, the guidelines for the internal control of listed companies of Shenzhen Stock Exchange and other regulations and normative documents, we have checked the relevant materials of the company’s internal control and carefully understood the actual internal control of the company, And communicated with the accounting firm and the audit committee of the board of directors on relevant situations, and expressed the following independent opinions on the Yunnan Aluminium Co.Ltd(000807) 2021 annual internal control self-evaluation report:
The company’s 2021 internal control self-evaluation report truly, accurately and completely reflects the actual situation of the company’s internal control system construction, internal control system implementation and supervision. During the reporting period, the company established and improved a relatively perfect internal control system, revised and formulated a series of company management systems in accordance with the company law, the securities law, relevant laws and regulations and the guidelines on internal control of listed companies. The company’s internal control system has been basically improved, and all internal control systems meet the requirements of relevant national laws, regulations and regulatory authorities. The company’s internal control system and relevant systems can meet the requirements of the company’s management and development needs, provide reasonable assurance for the preparation of true and fair financial statements, and ensure the healthy operation of the company’s businesses and the control of the company’s operating risks; Ensure that all investors are treated openly, fairly and fairly, and effectively protect the interests of the company and investors; The report is reasonable, compliant, complete and effective, which basically ensures the realization of the company’s strategic objectives. During the reporting period, the company did not violate the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and various internal control systems of the company.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
February 21, 2023
Yunnan Aluminium Co.Ltd(000807)
Prior approval opinions of independent directors on the proposal on confirming the implementation of daily connected transactions in 2021
In accordance with the rules for independent directors of listed companies, the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions of the CSRC, we, as independent directors of the company, reviewed and discussed the relevant materials of the proposal on confirming the implementation of daily connected transactions in 2021, and issued the following prior approval opinions on the proposal:
1、 We have reviewed and discussed the relevant materials of the matter;
2、 We unanimously agreed to submit the matter to the 13th meeting of the 8th board of directors of the company for deliberation;
3、 When the matter is considered at the 13th meeting of the 8th board of directors of the company, the directors of related parties must withdraw from voting.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
March 20, 2022
Yunnan Aluminium Co.Ltd(000807) independent directors
Independent opinions on the proposal on confirming the implementation of daily connected transactions in 2021 according to the rules for independent directors of listed companies, the governance standards of listed companies, the articles of association and other relevant provisions of the CSRC, as independent directors of the company, we express the following independent opinions on the daily connected transactions of the company in 2021:
1. In 2021, due to the influence of orderly power consumption and “dual control of energy consumption”, the company had serious power restriction and production reduction, and the output and sales volume of aluminum commodities did not meet the targets set at the beginning of the year, resulting in a large difference between the actual transaction amount and the expected amount with related parties. The related party transactions of the company in 2021 are the normal business behavior of the company, in line with the objective situation, and do not damage the interests of the company and minority shareholders.
2. The voting procedure of this transaction is legal, and the directors of related parties avoided voting when the board of directors considered this matter, which is in line with the provisions of relevant laws, regulations and the articles of association.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
February 21, 2023
Yunnan Aluminium Co.Ltd(000807) independent directors
Independent opinions on the proposal on the special report on the deposit and use of raised funds in 2021
In accordance with the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the stock listing rules of Shenzhen Stock Exchange of the CSRC, as independent directors of the company, on the basis of careful review of relevant materials, Express the following independent opinions on the deposit and use of the company’s raised funds in 2021:
1、 The company’s special report on the deposit and use of raised funds in 2021 is true, accurate and complete, without false records, misleading statements and major omissions, and truly and objectively reflects the deposit and actual use of raised funds of the company;
2、 The deposit and actual use of the company’s annual raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies. There is no illegal use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
February 21, 2023
Yunnan Aluminium Co.Ltd(000807) independent directors
Prior approval opinions on the proposal on the risk assessment report of Chinalco Finance Co., Ltd. in accordance with the relevant provisions of the rules for independent directors of listed companies, the governance standards of listed companies and the stock listing rules of Shenzhen Stock Exchange, as the independent director of the company, we carefully reviewed and discussed the relevant contents of the proposal on the risk assessment report of Chinalco Finance Co., Ltd, Give the following prior approval opinions on this matter:
1. After careful review and Discussion on the matter, we agreed to submit the matter to the 13th meeting of the eighth board of directors of the company for deliberation;
2. When considering this matter at the 13th meeting of the 8th board of directors of the company, the directors of related parties must withdraw from voting. independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
March 20, 2022
Yunnan Aluminium Co.Ltd(000807) independent directors
Independent opinions on the proposal on the risk assessment report of Chinalco Finance Co., Ltd. in accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the articles of association and other relevant provisions, as independent directors of the company, we express the following independent opinions on the risk assessment report of Chinalco Finance Co., Ltd.:
1. Chinalco Finance Co., Ltd. has a legal and effective financial license and business license for enterprise legal person, has established a relatively complete and reasonable risk management and internal control system, can better control risks, and does not violate the provisions of the measures for the administration of enterprise group financial companies issued by Bank Of China Limited(601988) industry supervision and Administration Commission;
2. The risk assessment report prepared by ShineWing Certified Public Accountants (special general partnership) fully reflects the operation status and risk situation of the company’s related party Chinalco Finance Co., Ltd., and the report conclusion is objective and fair;
3. The voting procedure of the related party transaction is legal. When the board of directors deliberates the matter, the related party directors have avoided voting, which is in line with the provisions of relevant laws, regulations and the articles of association.
independent director
Bao Huifang, Wang Tao, Yang Jiwei, Shi Zhe
February 21, 2023
Yunnan Aluminium Co.Ltd(000807) independent directors
Prior approval opinions on the plan for renewing the financial service agreement and related party transactions between the company and Chinalco Finance Co., Ltd
In accordance with the regulations of Shenzhen Stock Exchange on the review of independent directors and financial services of listed companies, we have carefully reviewed the relevant contents of the rules of Shenzhen Stock Exchange on the renewal of independent directors and financial services of listed companies, Express the following prior approval opinions on the renewal of the financial service agreement between the company and Chinalco Finance Co., Ltd.:
1. We carefully reviewed and discussed the relevant materials of the matter;
2. We agree to submit the matter to the 13th meeting of the 8th board of directors of the company for review
