Maanshan Iron & Steel Company Limited(600808) independent director
Independent opinions on relevant matters of the company in 2021
As an independent director of Maanshan Iron & Steel Company Limited(600808) (hereinafter referred to as “the company”), we express independent opinions on the following matters of the company in 2021 in accordance with the company law of the people’s Republic of China and the guiding opinions on the establishment of independent director system in listed companies issued by CSRC:
1. About the remuneration of directors, supervisors and senior managers of the company in 2021
According to the relevant regulations of the company, we assessed the operating performance of executive directors and senior managers receiving remuneration in the company in 2021, agreed with the assessment results, agreed with the remuneration of directors, supervisors and senior managers in 2021, and submitted the matter to the board of directors of the company for deliberation.
2. About the company’s profit distribution plan for 2021
With regard to the company’s profit distribution plan for 2021, we believe that this dividend plan complies with the provisions of laws, regulations and the articles of association, and protects the interests of all shareholders, especially small and medium-sized shareholders. We agree to submit it to the board of directors and the general meeting of shareholders for deliberation.
3. Report on internal control of the company in 2021
With regard to the company’s 2021 internal control evaluation report, we believe that the company’s 2021 internal control evaluation report effectively follows the principles of comprehensiveness and importance, and truly and objectively reflects the actual situation of the company’s internal control. The company has maintained effective internal control in all major aspects in accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements. We agree with the relevant conclusions of the report.
4. About the current accounting policy change of the company
With regard to the change of the company’s accounting policy, we believe that the change of accounting policy is a reasonable change and adjustment in accordance with the accounting standards for Business Enterprises No. 14 – revenue and the question and answer on the implementation of accounting standards for business enterprises issued by the Ministry of finance, in line with the provisions of relevant laws, regulations and the articles of association, in line with the overall interests of the company and shareholders, and there is no damage to the interests of the company and shareholders. We agree to the change of accounting policy.
5. About Masteel Group Finance Co., Ltd
With regard to Maanshan Iron and Steel Group Finance Co., Ltd. (hereinafter referred to as “finance company”), we believe that:
(1) In combination with the special instructions submitted by the accounting firm on the related party transactions of the financial company, the related party transactions conducted by the financial company in 2021 are based on the needs of the company’s normal business activities and normal development, follow the principles of fairness, impartiality, voluntariness and integrity, the transaction pricing is fair and reasonable, and there is no situation that affects the independence and security of the company’s funds, and there is no situation that the funds are occupied by related parties, There is no situation that damages the interests of the company and minority shareholders.
(2) The company’s risk assessment report on the financial company fully reflects the business qualification, internal control, operation management and risk management of the financial company. Its business scope, business content and process, internal risk control system and other measures are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission (hereinafter referred to as “CBRC”), It has a legal and valid business license and financial license, and it is not found that the financial company violates the provisions of the measures for the administration of enterprise group financial companies issued by the China Banking and Insurance Regulatory Commission, and there are no major defects in its risk management. When deliberating the risk assessment report of the financial company, the board of directors complied with the relevant laws and regulations, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 – transactions and related party transactions, and the articles of association. The deliberation procedure of this matter was legal and effective. The risk assessment report is objective and fair, and does not harm the interests of the company and other shareholders, especially minority shareholders and non affiliated shareholders.
6. Prior opinions on the renewal of accounting firm
With regard to the company’s renewal of the accounting firm, we express our prior opinions: we believe that Ernst & Young Huaming accounting firm (special general partnership) (hereinafter referred to as “Ernst & Young Huaming”) has high professional competence and investor protection ability, and no problems are found in terms of independence and integrity record; Having the qualification for securities and futures related business, adhering to the independent, objective and fair practice standards, auditing standards and relevant systems, and continuously understanding the company, working diligently and continuously improving, I agree to renew his appointment as the auditor of the company in 2022 and submit it to the board of directors for deliberation.
7. Independent opinions on the renewal of accounting firm
With regard to the company’s continued employment of accounting firm, we believe that Ernst & Young Huaming (special general partnership) (hereinafter referred to as “Ernst & Young Huaming”) has high professional competence and investor protection ability, and there are no existing problems in independence and integrity record; He has the qualification of securities and futures related business, strictly abides by the independent, objective and fair practice standards in the process of audit business, adheres to the audit standards and relevant systems, continues to understand the company, works diligently and continuously improves, and agrees to renew his appointment as the auditor of the company in 2022. On March 23, 2022, the 58th meeting of the ninth board of directors of the company deliberated and approved the proposal on the remuneration of auditors in 2021 and the appointment of auditors in 2022 and authorized the board of directors to decide their remuneration. The voting procedure is legal and effective, and there is no situation that damages the interests of minority shareholders.
independent director:
Zhang Chunxia, Zhu Shaofang, Wang Xianzhu
March 23, 2022
