China Railway Signal & Communication Corporation Limited(688009) independent directors
Independent opinions on the second meeting of the Fourth Board of directors of the company
In accordance with the provisions of the company law, the securities law, the rules for independent directors of listed companies, the Listing Rules for shares on the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, as independent directors of China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as the “company”), we, based on the principle of seeking truth from facts and being responsible to the company and all shareholders, express independent opinions on some matters of the second meeting of the Fourth Board of directors of the company as follows:
1. Independent opinion on the scheme of employing external auditors in 2022
All independent directors of the company believe that through the bidding for the audit institution, the company selects Lixin Certified Public Accountants (special general partnership) as the audit institution for semi annual review, annual financial final accounts and internal control in 2022. We believe that the bidding procedures comply with the company’s regulations and that Lixin Certified Public Accountants (special general partnership) has the professional ability to provide audit services for listed companies. We unanimously agree that the company will hire Lixin Certified Public Accountants (special general partnership) as the company’s external audit agency in 2022, with a term of one year and a total audit fee of 6.36 million yuan. Agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
2. Independent opinions on the company’s profit distribution plan for 2021
All independent directors of the company believe that the decision-making of the profit distribution plan meets the relevant requirements of the articles of association, takes into account the company’s profitability, cash flow status and capital demand, and there is no damage to the interests of shareholders, which is conducive to the sustainable and stable development of the company. The voting procedure is open and transparent, and the deliberation procedure complies with the provisions of laws, regulations and the articles of association. Agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
3. Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
All independent directors of the company have carefully reviewed the special report on the deposit and actual use of raised funds in 2021 prepared by the company, and believe that the deposit and use of raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there is no illegal use of raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
4. Independent opinions on the company’s internal control evaluation report in 2021
All independent directors of the company have carefully reviewed the 2021 annual internal control evaluation report prepared by the company and believe that the company has established a relatively perfect internal control system, all internal control systems comply with the requirements of relevant laws and regulations and regulatory authorities’ normative documents on the governance of listed companies, and the internal control system is effectively implemented without major defects. The 2021 internal control evaluation report objectively and truly reflects the establishment, improvement and operation of the company’s internal control system.
5. Independent opinions on the remuneration of directors and senior managers of the company in 2021
All independent directors of the company believe that the board of directors of the company has determined the remuneration standard for directors and senior managers in 2021 in accordance with the articles of association. The remuneration standard is determined in accordance with the relevant provisions of the state owned assets supervision and Administration Commission of the State Council on the remuneration management of persons in charge of central enterprises and the company’s internal management system, which is in line with the actual situation of the company, conducive to the long-term development of the company and does not damage the interests of the company and shareholders. Agree to submit the remuneration of directors to the general meeting of shareholders of the company for deliberation.
