Jiangsu Expressway Company Limited(600377)
Jiangsu Expressway Company Limited
Matters related to the 2021 annual report and the board of directors
Opinions of independent directors
As independent directors of Jiangsu Expressway Company Limited(600377) (hereinafter referred to as "the company"), we have reviewed the relevant matters of the board of directors of the company in 2021 in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations. Based on our independent judgment, After careful study, we hereby express independent opinions on relevant matters as follows: I. profit distribution plan of the company in 2021
According to the audit of KPMG Huazhen Certified Public Accountants (special general partnership) (hereinafter referred to as "KPMG Huazhen"), the net profit of the Company attributable to the shareholders of the parent company in this financial year is about RMB 4178790000. It is suggested to distribute stock interest of RMB 0.46 per share (including tax) to the shareholders based on the total share capital of 5037747500 shares. No conversion of public reserve fund into share capital is implemented in this year. Based on the consideration of the company's current and long-term interests and shareholders' interests, we have made a reasonable distribution plan for the company's current and sustainable development, which is in line with the company's current and shareholders' interests, and fully reflects the company's long-term investment and sustainable development The relevant provisions of the CSRC and the Shanghai Stock Exchange on cash dividends of listed companies do not harm the interests of the company and shareholders. Approve the profit distribution plan for 2021 proposed by the board of directors of the company and submit it to the general meeting of shareholders for deliberation and approval. 2、 Proposal on hiring auditors for financial report and internal control in 2022
KPMG Huazhen has independent legal personality and qualification to engage in Securities and futures related business audit, which can meet the company's requirements for audit work. The company's employment decision-making procedures comply with the provisions of laws, regulations and the articles of association, and do not harm the interests of the company and all shareholders, especially minority shareholders. Agree to continue to appoint KPMG Huazhen as the company's financial audit institution and internal control audit institution in 2022, with an annual remuneration of RMB 3 million (including financial audit fee of RMB 2.3 million and internal control audit fee of RMB 700000); It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation after the deliberation and approval of the board of directors. 3、 Proposal on the internal control evaluation report of the company in 2021
The company evaluated the effectiveness of the company's internal control design and operation as of December 31, 2021 in accordance with the basic norms of enterprise internal control, guidelines for enterprise internal control evaluation and other relevant laws and regulations. On this basis, the company's 2021 internal control evaluation report meets the relevant requirements and the actual situation of the company. The internal control evaluation report is true, accurate and reliable It comprehensively reflects the actual situation of the company's internal control, and there are no major defects in the company's internal control system. When the board of directors of the company deliberated the proposal, the voting procedures were in line with the provisions of relevant laws, regulations and the articles of association, and we agreed to the proposal. 4、 About the remuneration of directors and senior executives
The company reviewed the remuneration information of directors and senior managers disclosed in this annual report and considered that the disclosed data were true and accurate. The remuneration paid to the company's senior directors and management personnel in violation of the company's fair remuneration system and management standards in 2021. 5、 Proposal on continuing financial business cooperation between the company and Jiangsu communications Holding Group Finance Co., Ltd. (hereinafter referred to as "group finance company")
In accordance with the relevant provisions and requirements of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions, we have reviewed the related party transactions in which the company and the group finance company continue to sign the financial service agreement.
After deliberation, we believe that: 1 The company has fully and objectively assessed the risks of handling deposit and loan business. We believe that the group finance company has a legal and effective financial license and business license, and has established a relatively complete and reasonable internal control system, which can better control the risks. The group finance company operates in strict accordance with the provisions of the measures for the administration of enterprise group finance companies, and all regulatory indicators comply with the provisions of the measures, The risk of carrying out deposit and loan financial service business between the company and the group finance company is controllable.
2. The signing of the financial service agreement between the company and the group finance company is conducive to optimizing and expanding the company's financing channels, improving the use efficiency of funds and reducing financing costs and financing risks.
3. The risk disposal plan for handling deposit and loan business in the group finance company formulated by the company can prevent, control and resolve the risk of deposit and loan in the group finance company and effectively ensure the safety of funds.
To sum up, it is agreed that the company and the group finance company sign the financial service agreement for a period of three years from April 1, 2022, with a maximum daily deposit balance (including accrued interest) of 5%; At the same time, the group finance company granted the company a comprehensive unsecured credit line of no less than RMB 5 billion. And agree to the relevant risk assessment report and risk disposal plan.
This connected transaction has been deliberated and approved at the 8th meeting of the 10th board of directors of the company, and the connected directors have avoided voting. The convening, convening and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid. Moreover, the transaction terms of related party transactions are fair and reasonable, which are general commercial terms, will not damage the interests of the company and non related shareholders, especially the interests of minority shareholders, and are in line with the overall interests of the company and its shareholders. 6、 Proposal on capital increase to holding subsidiaries and investment and construction of expressway projects by holding subsidiaries
It is agreed that Jiangsu Longtan Bridge Co., Ltd. (hereinafter referred to as "Longtan Bridge Company"), a holding subsidiary, will invest in the construction of the Shanghai Shaanxi Expressway to the north embankment of the Yangtze River section of Yizheng Lukou Airport Expressway, with a cumulative investment amount of about 69845872 million yuan, of which 34922936 million yuan will be raised from shareholders as the project capital, and the rest will be raised through bank loans and other channels; It is agreed that the company will increase the capital of its holding subsidiaries with its own funds or other funds that meet the capital contribution requirements, and the amount of capital increase is 2095376200 yuan. 7、 Proposal on daily connected transactions
Agree to 18 daily related party transactions of the company. These 18 daily related party transaction contracts are contract items to be signed under the daily business of the company and its subsidiaries. The terms of the daily related party transaction contract are general commercial terms, fair and reasonable. The related party transactions are in line with the interests of the company and all shareholders and have no negative impact on the company. (there is no text below, followed by the signature page)
