China Railway Prefabricated Construction Co.Ltd(300374) independent directors
About the 4th meeting of the 4th board of directors
Independent opinions on relevant matters
As an independent director of China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as the "company"), the company held the fourth meeting of the Fourth Board of directors in accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the governance standards of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of China Railway Prefabricated Construction Co.Ltd(300374) articles of Association (hereinafter referred to as the "articles of association"), In a prudent and responsible attitude, after review and based on independent judgment, we express the following independent opinions:
1、 Independent opinions on the proposal on by election of non independent directors of the Fourth Board of directors of the company
The by election of non independent directors on the board of directors of the company complies with relevant laws, regulations, the articles of association and the needs of the company.
According to the personal resume and work conditions of the candidates for non independent directors (Wang Yusheng, Yang Yu and Wang Ping) nominated by the shareholders for the fourth session of the board of directors of the company, we believe that the above three candidates for non independent directors meet the qualifications of directors of listed companies, and there is no situation that they have been determined as market prohibitions by the CSRC and have not been lifted, There are also no conditions prohibiting employment stipulated in the company law, the articles of association and the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
We agree to the nomination of the above director candidates. The nomination procedures comply with the relevant provisions of the company law and the articles of association, and there is no damage to the rights and interests of shareholders. We unanimously agree to submit the above proposal to the 2021 annual general meeting of shareholders of the company after being deliberated and approved by the board of directors.
2、 Independent opinions on the proposal on the company's internal control evaluation report in 2021
The company has established a relatively sound and reasonable internal control system, which has basically been effectively implemented and implemented. During the reporting period, the company has no major defects in the design and implementation of internal control.
We unanimously agree to the 2021 annual internal control evaluation report of the company.
3、 Independent opinions on the proposal of the company not to conduct profit distribution in 2021
In 2021, the company plans not to conduct profit distribution, taking full account of the company's profitability, cash flow status, capital demand and other factors, which is conducive to the sustainable, stable and healthy development of the company and does not damage the rights and interests of minority shareholders.
We unanimously agree that the company will not make profit distribution in 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal that the company plans to provide guarantee with a total amount of no more than RMB 1.5 billion to its subsidiaries in 2022
All the guarantee matters of the company are the guarantee of subsidiaries within the scope of consolidated statements, and the company has absolute control over them. The financial risk is within the scope that the company can effectively control. The loan is mainly needed for its production and operation, and the guarantee of the company will not damage the interests of the company.
We unanimously agree that the company will provide guarantees for its subsidiaries and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the proposal on the confirmation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
The daily related party transactions between the company and its subsidiaries and related parties in 2021 and 2022 are expected to be required by the company's daily operation. The company and related parties determine the transaction price fairly, openly and reasonably according to the market transaction principle, which will not have an adverse impact on the company's financial and operating conditions, and will not damage the interests of the company and all shareholders, especially minority shareholders, Nor will it affect the independence of the company. When the board of directors considered and voted on the above matters, the related directors avoided voting, and the procedure was legal and compliant.
We unanimously agree to the above related party transactions of the company and agree to submit the proposal to the general meeting of shareholders for deliberation. 6、 Independent opinions on the proposal on the transfer of company's creditor's rights and related party transactions
The related party transaction of the company's transfer of creditor's rights to sun Zhiqiang helps to reduce the occupation of the company's funds and improve the efficiency of asset use. The transaction follows the principle of objective, fair and fair pricing. There is no situation that damages the interests of the company's shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the company's sustainable operation ability and independence. When the board of directors considered and voted on the above matters, the related directors avoided voting, and the procedure was legal and compliant. We unanimously agreed that the company and sun Zhiqiang should sign the contract of assignment of creditor's rights and submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal of the company on withdrawing credit and asset impairment losses in 2021
The company's provision for credit and asset impairment losses this time is based on the principle of accounting prudence and maintains the principle of consistency, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company's assets, fairly reflects the company's asset status, helps to provide investors with more authentic and reliable accounting information, and does not harm the interests of the company and minority shareholders. After the provision of credit and asset impairment losses this time, it can more fairly reflect the financial situation of the company.
We agree to withdraw credit and asset impairment losses this time.
8、 Independent opinions on the proposal on the implementation of the remuneration of the company's directors, supervisors and senior managers in 2021
The remuneration performance of the company's directors, supervisors and senior managers in 2021 meets the actual needs of the company's development.
We unanimously agree to the proposal on the implementation of the remuneration of the company's directors, supervisors and senior managers in 2021, and agree to submit the proposal to the general meeting of shareholders for deliberation.
9、 Description of funds occupied by controlling shareholders and other related parties and independent opinions of the company on external guarantee. After carefully understanding and checking the funds occupied by controlling shareholders and related parties during the reporting period, the company signed the financial service agreement with China Railway Finance Co., Ltd. (hereinafter referred to as "China Railway Finance") which is still valid (the expiration date is December 31, 2022), And prepared the risk assessment report and risk disposal plan for handling deposit and loan business in China Railway Finance. During the validity of the agreement, China Railway Finance will provide the company with deposits, loans and other financial services. As of December 31, 2021, the company's deposit balance with China Railway Finance was 144552 million yuan and the loan balance was 500 million yuan. The company's deposits, loans and other financial businesses in China Railway Finance do not harm the interests of listed companies. During the reporting period, there was no non operational occupation of funds of listed companies by controlling shareholders and other related parties.
The company has formulated the measures for the administration of external guarantees and can conscientiously implement them. The actual total amount of external guarantees of the company in 2021 is RMB 0 million, and there is no case of damaging the interests of the company and other shareholders through external guarantees.
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(there is no text on this page, which is the signature page of China Railway Prefabricated Construction Co.Ltd(300374) independent director's opinions) signature of independent director:
Yu zengbiao, Tao Yang, Zhu Lei
March 24, 2022
