Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent director
Independent opinions on the matters to be considered at the 17th meeting of the third board of directors, in accordance with the relevant laws, regulations and normative documents such as the standards for the governance of listed companies, the rules for independent directors of listed companies, the Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) articles of Association (hereinafter referred to as the “articles of association”) and the working rules for Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors, We express our independent opinions on the relevant proposals considered at the 17th meeting of the third board of directors of Changfei optical fiber and cable Co., Ltd. (hereinafter referred to as “the company”) held on March 25, 2022 as follows:
1、 Independent opinion on internal control evaluation report in 2021
After verification, we believe that the company has established a relatively perfect internal control system and can effectively implement it. All systems meet the requirements of relevant laws, regulations and normative documents, there are no major defects in internal control, and the goal of the company’s internal control has been achieved. The 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
Therefore, we unanimously agree to the 2021 internal control evaluation report issued this time.
2、 Independent opinions on profit distribution plan in 2021
The company plans to distribute a cash dividend of RMB 2.81 (including tax) to all shareholders for every 10 shares based on the total share capital on the equity registration date when the equity distribution is implemented. It is expected to distribute a total cash dividend of RMB 212971335 (including tax), accounting for about 30.1% of the company’s profit available for distribution in 2021. This dividend will not be given bonus shares, nor will the capital reserve be converted into share capital, and the remaining undistributed profits will be carried forward to the next year. After verification, we believe that:
In accordance with relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, the relevant provisions on profit distribution in the articles of association and the actual situation of the company, we believe that the profit distribution plan of the company for 2021 proposed by the board of directors is in line with the actual situation of the company and the relevant dividend policies and regulations in the articles of association, realizing a reasonable return on investment to investors, It also takes into account the sustainable development of the company and protects the interests of investors, especially small and medium-sized investors.
Therefore, we unanimously agree to the company’s profit distribution plan for 2021 and agree to submit the profit distribution plan to the general meeting of shareholders for deliberation.
3、 Independent opinions on the performance appraisal results of the company in 2021
After verification, we believe that the performance appraisal results of the company’s management are formulated according to the salary level of the company’s industry and scale, combined with the suggestions on optimizing the company’s salary management system deliberated and approved by the company, which can effectively stimulate the work enthusiasm and initiative of the management, be conducive to the operation and development of the company, and do not damage the interests of the company and shareholders, Its decision-making procedures and determination basis comply with the provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws, regulations and normative documents, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on the results of the company’s performance award in 2021.
4、 Independent opinion on the renewal of KPMG Huazhen Certified Public Accountants (special general partnership) as the company’s auditor in 2022
KPMG Huazhen is qualified to engage in securities related businesses. During the period of serving as the company’s audit institution in 2021 and conducting various special audits, financial statement audits and internal control audits, KPMG Huazhen followed the requirements of relevant laws and regulations on independence, diligently and responsibly, fairly and reasonably issued independent audit opinions, and met the regulatory requirements in terms of professional competence, investor protection ability, independence and integrity, Good brand reputation. The deliberation procedure and determination basis of the proposal comply with the provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws, regulations and normative documents, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to reappoint KPMG Huazhen as the company’s financial audit institution and internal control audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on purchasing liability insurance for directors, supervisors and senior executives
After verification, we believe that the purchase of liability insurance for directors, supervisors and senior managers is in line with relevant regulations and the actual situation of the company, which is conducive to better protect the relevant rights and interests of such personnel, further promote the better performance of their duties, and there is no damage to the rights and interests of listed companies and minority shareholders. The deliberation procedure and determination basis of the proposal comply with the provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws, regulations and normative documents.
Therefore, we unanimously agreed to purchase liability insurance for directors, supervisors and senior managers, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the external guarantee amount of the company and its subsidiaries in 2022
After verification, we believe that the company and its subsidiaries carry out external guarantee according to business needs, and there is no resource transfer or benefit transfer, which is in line with the overall interests of the company and all shareholders.
Therefore, we unanimously agree on the external guarantee amount of the company and its subsidiaries in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(there is no text on this page, which is the signature page of the independent opinions of Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent directors on relevant deliberations of the 17th meeting of the third board of directors)
Signature of independent director:
March 25, 2022
