Shandong Humon Smelting Co.Ltd(002237) independent director
Independent 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”), we have carefully reviewed the meeting materials of the 13th meeting of the ninth board of directors of the company in accordance with the relevant provisions of the rules for independent directors of listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, Express the following independent opinions: I. independent opinions on the internal control evaluation report of the company
By reviewing the 2021 internal control evaluation report, we believe that the company’s established internal control system generally complies with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, has been well implemented in production, operation, management and other aspects, and meets the requirements of effective risk control in all major aspects. The 2021 internal control evaluation report truly, completely and accurately reflects the construction and operation of the company’s internal control, is operable, and there are no obvious weak links and major defects. Therefore, we believe that the 2021 internal control evaluation report issued by the board of directors truly reflects the basic situation of the company’s internal control and is in line with the current situation of the company’s internal control.
2、 Independent opinions on profit distribution and conversion of accumulation fund
By reviewing the proposal on profit distribution and provident fund conversion in 2021, we believe that the company’s profit distribution and provident fund conversion in 2021 will give shareholders a reasonable return on cash dividends and maintain the company’s production and operation, which is in line with the current actual situation of the company, fully considers the company’s current operating performance and strategic needs, takes into account the immediate and long-term interests of shareholders, and is conducive to the sustainable, stable and healthy development of the company, At the same time, it complies with the relevant provisions on cash dividends of Listed Companies in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and there is no behavior damaging the interests of the company and shareholders.
Therefore, we agree to the profit distribution and the conversion of provident fund to increase, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the deposit and use of raised funds in 2021
By reviewing the proposal on the deposit and use of raised funds in 2021, we believe that in 2021, the deposit and use of raised funds of the company comply with relevant rules and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and there is no violation of the deposit and use of raised funds, Nor does it damage the interests of the company and shareholders by changing the purpose of the raised funds without authorization. The content of the company’s assurance report on the storage and use of the raised funds in 2021 is true, accurate and complete, without false records, misleading statements and major omissions, in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and truly reflects the actual storage and use of the raised funds of the company in 2021.
We therefore agree with the report.
4、 Independent opinions on the remuneration of directors, supervisors and senior managers
By reviewing the proposal on the remuneration of directors and supervisors in 2021 and the proposal on the remuneration of senior managers in 2021, we believe that in 2021, the directors, supervisors and senior managers of the company earnestly performed their corresponding responsibilities according to their respective division of labor, and better completed their work objectives and economic benefit indicators. The remuneration assessment methods of the company’s directors, supervisors and senior managers refer to the standards of the same industry and other local listed companies, which is conducive to encouraging the directors, supervisors and senior managers of the company to perform their duties diligently and better complete the company’s future business plan objectives. The decision-making procedures and determination basis comply with the relevant national laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders.
Therefore, we agree to the 2021 annual salary assessment measures for directors, supervisors and senior managers proposed by the board of directors of the company, and agree to submit the proposal on the 2021 annual salary of directors and supervisors to the general meeting of shareholders of the company for deliberation. 5、 Independent opinions on the renewal of the company’s 2022 financial audit institution
Through reviewing the proposal on renewing the employment of the company’s financial audit institution in 2022, we believe that Hexin Certified Public Accountants (special general partnership) has securities and futures business licenses and has continuously provided audit services for the company for many years. In the past cooperation with the company, the auditors have worked seriously and rigorously, have due comprehensive quality and professional level, and provide objective and professional audit reports for each period of the company It fairly reflects the financial status and operating results of the company in each period.
Therefore, we agree to continue to employ Hexin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the prediction of daily connected transactions with Jiangxi Copper Co., Ltd. and its related parties, humon group and its related parties in 2022
By reviewing the proposal on the prediction of daily connected transactions with Jiangxi Copper Company Limited(600362) and its related parties in 2022 and the proposal on the prediction of daily connected transactions with Yantai humon Group Co., Ltd. and its related parties in 2022, we believe that the prediction of daily connected transactions of the company in 2022 is in line with the actual situation of the company, the transaction price is reasonable and fair, and in line with the company law, the securities law and other relevant laws The regulations and the articles of association are necessary for the production and operation of the company. There are no acts that damage the interests of the company and minority shareholders and will not affect the independence of the company. The procedures for the board of directors to consider and vote on this connected transaction are legal and effective.
Therefore, we unanimously agree on the prediction of daily connected transactions with Jiangxi copper and its affiliates, humon group and its affiliates in 2022, and agree to submit the proposal on the prediction of daily connected transactions with Jiangxi Copper Company Limited(600362) and its affiliates in 2022 to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on hedging business in 2022
Through reviewing the proposal on carrying out hedging business in 2022, we believe that the company’s hedging business is carried out around the company’s business, not solely for the purpose of profit, but on the premise of ensuring normal production and operation, it is necessary to lock in the company’s expected profit of products, avoid and control business risks, and improve the company’s ability to resist market risks, There is no situation that damages the interests of the company and all shareholders. The relevant approval procedures for the hedging business carried out by the company with its own funds comply with the relevant national laws and regulations and the relevant provisions of the articles of association. The company has established a sound organizational structure, business operation process, approval process and hedging business management system for the conduct of hedging business.
Therefore, we unanimously agree that the company will carry out hedging business in 2022 and agree to submit the proposal to the general meeting of shareholders for deliberation.
8、 Independent opinions on the risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd
By reviewing the proposal on the risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd., we believe that Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd., as a non bank financial institution, its business scope, business content and process, internal risk control system and other measures have been strictly supervised by Bank Of China Limited(601988) supervision and Administration Committee, and has obtained the official reply of Bank Of China Limited(601988) industry supervision and Administration Committee for its opening, Have legal and effective financial license and business license of enterprise legal person, and be able to establish and improve the internal control system in accordance with the company law, the banking supervision and administration law, the measures for the administration of enterprise group financial companies and relevant national financial regulations.
After reviewing the risk assessment report issued by the company, we believe that the report fully reflects the business qualification, business and risk status of the financial company, and we unanimously agree with the report.
9、 Independent opinions on the provision for asset impairment in the second half of 2021
By reviewing the proposal on the provision for asset impairment in the second half of 2021, we believe that the provision for asset impairment of the company is based on sufficient basis, legal procedures, in line with the provisions of the accounting standards for business enterprises and the company’s accounting policies, and can truly and accurately reflect the asset status of the company. The provision for asset impairment this time is in line with the overall interests of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree that the company will withdraw the provision for asset impairment this time.
Independent directors: Huang Jianbai, Jiao Jian, Wang Yongmei
February 21, 2023
