Harbin Air Conditioning Co.Ltd(600202)
Independent directors’ opinions on the second meeting of the 8th board of directors
Independent opinions on relevant matters
As an independent director of Harbin Air Conditioning Co.Ltd(600202) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the rules of independent directors of listed companies and the articles of association, and in a prudent and responsible manner, after reviewing relevant materials, we express the following independent opinions on the following matters considered at the second meeting of the eighth board of directors of the company:
1、 Special description and independent opinions on external guarantee in 2021
We have carefully checked the external guarantee of the company as of December 31, 2021:
As of December 31, 2021, the company’s accumulated external guarantee balance is 0 yuan.
As of December 31, 2021, the company has not provided guarantees for subsidiaries within the scope of consolidated statements.
We believe that the company can strictly implement the provisions on certain matters related to external guarantee in the relevant documents of China Securities Regulatory Commission and Shanghai Stock Exchange, and there is no situation that damages the interests of the majority of shareholders, especially the minority shareholders. 2、 Independent opinions on the company’s 2020 profit distribution plan
According to the audit of China Audit Asia Pacific Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was 6614697878 yuan. After deducting 646262440 yuan of legal surplus reserve withdrawn in the current period and 9788625873 yuan of undistributed profit at the beginning of the year, the profit available for distribution to shareholders was 1575761311 yuan.
Profit distribution plan for 2021: due to the repeated impact of the epidemic, since 2020, the delay of some approved (under construction) projects has led to the delay of payment collection and shortage of funds of the company. Dividend distribution is not planned in 2021. The above profits available for distribution to shareholders are carried forward to 2022 to supplement the working capital of the company. It is not planned to convert capital reserve into share capital in 2021.
The reason why the company plans not to conduct dividend distribution in 2021 is that, due to the repeated impact of the epidemic, the delay of some approved (under construction) projects since 2020 has led to the delay of payment collection and shortage of funds. In order to meet the capital needs of the company’s stable operation, the company plans not to conduct dividend distribution or convert capital reserve into share capital in 2021. The profits available for distribution to shareholders are carried forward to 2022 to supplement the working capital of the company, We believe that the profit distribution plan complies with the relevant provisions of the articles of association, is conducive to reducing the capital pressure of the company’s operation, and does not harm the interests of shareholders. We agree to the profit distribution plan and submit the plan to the general meeting of shareholders for deliberation.
3、 Independent opinions on the remuneration of directors and senior managers of the company
Agree to the proposal on the remuneration of directors and senior managers in 2021.
It is agreed that the remuneration of directors and senior managers of the company in 2021 will be listed in the annual report of 2021 after being verified by the remuneration and assessment committee of the board of directors and reviewed and approved by the meeting of the board of directors. Relevant review and approval procedures comply with the provisions of laws and regulations.
4、 Independent opinion on internal control evaluation report in 2021
Agree to the 2021 internal control evaluation report of the company.
The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and there are no major defects in internal control over financial reporting and non-financial reporting. China Audit Asia Pacific Certified Public Accountants (special general partnership) audited the effectiveness of internal control related to the company’s financial report and issued the company’s 2021 internal control audit report with standard unqualified opinion. 5、 Independent opinions on the engagement of the company’s audit institution in 2022 and the audit remuneration in 2021
Agree to the proposal on hiring audit institutions in 2022 and audit remuneration in 2021.
It is agreed to continue to employ China Audit Asia Pacific Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
It is agreed that the remuneration for financial audit services provided by China Audit Asia Pacific Certified Public Accountants (special general partnership) for the company in 2021 is 550000 yuan, and the remuneration for internal control audit services in 2021 is 300000 yuan.
It is agreed to submit the proposal on hiring audit institutions in 2022 and audit remuneration in 2021 to the general meeting of shareholders of the company for deliberation.
Harbin Air Conditioning Co.Ltd(600202) independent director of the board of directors: Zhang Xinming, Li Wen, Xu Yan March 25, 2022
