Shandong Humon Smelting Co.Ltd(002237) independent director
Prior approval opinions on matters related to the 13th meeting of the ninth board of directors
As an independent director of Shandong Humon Smelting Co.Ltd(002237) (hereinafter referred to as "the company"), based on careful reading of the relevant materials provided to us by the board of directors of the company, in accordance with the relevant provisions of the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange and the articles of association, based on the attitude of diligence, prudence and objectivity, The following prior approval opinions are issued on relevant matters of the 13th meeting of the ninth board of directors:
1、 Prior approval opinions on profit distribution and conversion of accumulation fund to increase in 2021
Before the board of directors of the company considered the proposal, we carefully reviewed the proposal on profit distribution and conversion of provident fund in 2021 and necessary financial data, and conducted necessary communication and exchange with the members of the board of directors and the management of the company. We believe that:
The net profit attributable to the shareholders of the parent company is 45481744822 yuan, plus 287712687292 yuan of undistributed profit at the beginning of the year, minus 4815539203 yuan of legal surplus reserve withdrawn in 2021, minus 8610108000 yuan of distribution to shareholders in 2020, and 319768784911 yuan of profit available for distribution at the end of the period. Based on 1148014400 shares of the company's total share capital as of December 31, 2021, a cash dividend of 0.40 yuan (including tax) is distributed to all shareholders for every 10 shares, and the expected dividend is 4592057600 yuan. The remaining undistributed profits are carried forward to the next year. No conversion of accumulation fund into share capital. This profit distribution plan is in line with the actual situation of the company and is conducive to the sustainable, stable and healthy development of the company, without damaging the interests of the company and shareholders of small and medium-sized investors.
Therefore, we agree to submit the proposal on profit distribution and increase of accumulation fund in 2021 to the 13th meeting of the ninth board of directors for deliberation.
2、 Prior approval opinions on the deposit and use of raised funds in 2021
Before the board of directors considered the proposal, we carefully reviewed the proposal on the deposit and use of raised funds in 2021 submitted by the company. We believe that:
The deposit and use of the company's 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 raised funds of listed companies, and there is no violation of the deposit and use of raised funds, nor any unauthorized change of the purpose of raised funds to damage the interests of the company and shareholders.
Therefore, we agree to submit the proposal on the deposit and use of raised funds in 2021 to the 13th meeting of the ninth board of directors for deliberation.
3、 Prior approval opinions on the renewal of the company's 2022 financial audit institution
Before the board of directors considered the proposal, we carefully reviewed the proposal on the renewal of the company's financial audit institution in 2022 and the necessary financial data, and conducted necessary communication and exchange with the members of the board of directors and the management. We believe that:
Hexin Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for the company and can meet the quality requirements of the company's audit work in 2022. The renewal of Hexin Certified Public Accountants (special general partnership) is conducive to ensuring or improving the quality of the audit work of listed companies, maintaining the continuity of the company's audit work, and protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders.
Therefore, we agree to submit the proposal on the renewal of the company's 2022 financial audit institution to the 13th meeting of the ninth board of directors for deliberation.
4、 Prior approval opinions on the expected events of daily connected transactions with Jiangxi Copper Co., Ltd. and its related parties, humon group and its related parties in 2022
Before the board of directors of the company considered the proposal, we carefully reviewed the proposal on the prediction of daily connected transactions with Jiangxi Copper Company Limited(600362) and its affiliates in 2022 and the proposal on the prediction of daily connected transactions with Yantai humon Group Co., Ltd. and its affiliates in 2022 submitted by the company, listened to the reports of relevant principals and reviewed the materials related to connected transactions. We believe that:
1. The daily related party transactions of the company are determined based on the daily production and operation needs of the company, which is the need to give play to the synergy between the company and related parties and promote the business development of the company, which is conducive to the sustainable and stable development of the company;
2. The company and related parties are independent in terms of business, personnel, finance, assets and institutions, will not rely on related parties, will not affect the independence of the company, and will not have a significant adverse impact on the financial and operating conditions of the company; 3. The estimation of the daily connected transaction quota follows the principles of fairness, impartiality and openness, and its pricing basis is fair, fair and reasonable, in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and in line with the interests of the company and all shareholders.
Therefore, we agree to submit the proposal on the prediction of daily connected transactions with Jiangxi Copper Company Limited(600362) and its affiliates in 2022 and the proposal on the prediction of daily connected transactions with Yantai humon Group Co., Ltd. and its affiliates in 2022 to the 13th meeting of the ninth board of directors for deliberation.
Independent directors: Huang Jianbai, Jiao Jian, Wang Yongmei
March 17, 2022
