Sichuan Anning Iron And Titanium Co.Ltd(002978)
Report of independent directors on the 17th meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of Sichuan Anning Iron And Titanium Co.Ltd(002978) (hereinafter referred to as "the company"), in accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the governance standards of listed companies, the rules for independent directors of listed companies, the Sichuan Anning Iron And Titanium Co.Ltd(002978) articles of association and other relevant laws, regulations and normative documents, we are in a serious and responsible attitude and based on an independent, prudent and objective position, After reviewing relevant materials, we hereby express our independent opinions on relevant matters considered at the 17th meeting of the Fifth Board of directors as follows:
1、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
As an independent director of the company, we have carefully checked and understood the occupation of the company's funds by the controlling shareholders and other related parties and the company's external guarantees during the reporting period (January 1, 2021 to December 31, 2021), and issued independent opinions as follows:
(I) information on the occupation of the company's funds by controlling shareholders and other related parties
During the reporting period, there was no non operational occupation of the company's funds by controlling shareholders and other related parties, and there was no illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021.
(II) external guarantee of the company in 2021
1. On December 21, 2020, after the deliberation and approval of the third meeting of the Fifth Board of directors, the company applied for the company and its wholly-owned subsidiary to apply to China Minsheng Banking Corp.Ltd(600016) Chengdu Branch for a total credit line of no more than 1.8 billion yuan, and the validity period of the credit line is no more than 1 year. The company provided guarantee for the credit of 100 million yuan to Panzhihua Anning Mining Co., Ltd., a wholly-owned subsidiary Provide guarantee for Chengdu Anning Titanium Technology Development Co., Ltd. with a credit of 30 million yuan. The above guarantee is the company's guarantee within the scope of consolidated statements. The guarantee risk is controllable and will not have an adverse impact on the company. The company does not damage the interests of the company and other shareholders through external guarantee, and there is no violation of external guarantee.
2. The company strictly implements the relevant provisions of the supervision guidelines for listed companies No. 8 - supervision requirements for capital transactions and external guarantees of listed companies issued by the CSRC, establishes a mechanism to prevent the occupation of funds by major shareholders and external guarantees, and strictly controls the risk of external guarantees and the occupation of funds by related parties.
2、 Independent opinions on the proposal on the special report on the deposit and actual use of raised funds in 2021
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, comply with the relevant provisions of the company's raised funds management system, and there are no violations in the use and disclosure of the company's raised funds. The company's special report on the deposit and actual use of raised funds in 2021 is true, accurate and complete, without false records, misleading statements or major omissions.
We agree with the special report on the deposit and actual use of raised funds in 2021 issued by the company. 3、 Independent opinions on the plan for profit distribution in 2021
The 2021 profit distribution plan of the company complies with the company law, the securities law, the notice on further implementing matters related to cash dividends of listed companies, the articles of association and other relevant provisions, conforms to the actual situation of the company, can protect the interests of investors and is conducive to the sustainable, stable and healthy development of the company.
Therefore, we agree to the company's profit distribution plan for 2021 and agree to submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal on the self evaluation report on internal control of the company in 2021
According to the basic norms of enterprise internal control and its supporting specific norms and regulations, the company has established a relatively sound and perfect internal control system to meet the normal operation and development of the company. All business links of the company can better implement and implement various internal control systems, its risks are effectively controlled, and various internal control systems comply with the requirements of relevant laws, regulations and normative documents.
We believe that the self-evaluation report on internal control in 2021 truly, comprehensively and objectively reflects the actual situation of the construction and operation of the company's internal control system, and there is no damage to the interests of the company and minority shareholders.
5、 Independent opinions on the proposal on the proposed renewal of the accounting firm in 2022
ShineWing Certified Public Accountants (special general partnership) is a long-term cooperative audit institution of the company. It is qualified to engage in Securities and futures related businesses and has rich audit experience in listed companies. In the process of acting as the company's audit institution, he strictly abided by relevant national laws and regulations, basically followed the independent, objective and fair practice standards, the audit report issued objectively and fairly reflected the company's financial situation, earnestly performed the responsibilities of the audit institution, and the relevant personnel had the professional quality and professional level required by the company's audit business. The company's continued employment as the audit institution in 2022 is conducive to maintaining the continuity and stability of the audit work, ensuring the quality of the company's audit work, and protecting the interests of the company's shareholders, especially small and medium-sized shareholders.
We agree to renew ShineWing Certified Public Accountants (special general partnership) as the company's accounting firm in 2022, and agree to submit the proposal to the company's general meeting for deliberation.
Sichuan Anning Iron And Titanium Co.Ltd(002978) independent directors: Liao Zhongxin, Li Jiayan, Yin Yingying March 21, 2022
