Shantui Construction Machinery Co.Ltd(000680)
Independent opinions of independent directors on relevant matters of the company
1、 Special instructions and independent opinions on the occupation of funds and external guarantee of related parties of the company
In accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, the articles of association and the internal control system for external guarantees of the company, as an independent director of the company, we have checked the occupation of funds with controlling shareholders and other related parties and the external guarantees of the company with a serious and responsible attitude, and now the relevant information is explained as follows:
During the reporting period, Shandong Shantui Machinery Co., Ltd. (hereinafter referred to as "Shantui machinery") and the company, as two important successors of the original Shantui General Factory, were responsible for resolving the hidden dangers of dangerous houses in order to effectively safeguard the legitimate rights and interests of employees and solve the hidden dangers of dangerous houses in time. Considering the temporary operation difficulties of Shantui machinery, in order to resolve the hidden dangers as soon as possible, assist in the placement of employees and avoid safety accidents, the company temporarily paid part of the danger relief fund of 5.705 million yuan, and Shantui machinery agreed to return the advance fund to the company in time within one year. The company will actively urge Shantui machinery to raise funds and reduce the capital occupation time. This matter will not have a substantive impact on the production and operation of the company. In addition, during the reporting period, the company's capital transactions with controlling shareholders and other related parties were generated from business activities, and the capital liquidation was timely. There was no occupation of other non operating funds, no violation affecting the company's independence and capital use in other forms or disguised forms, and no external guarantee.
2、 Independent opinions on the company's profit distribution plan
In accordance with the relevant provisions of the rules for independent directors of listed companies and the articles of association of China Securities Regulatory Commission, as independent directors of the company, we have carefully understood the company's profit in 2021 with a loyal and diligent working attitude, and considered the actual situation of the company's capital demand for production, operation and investment projects in 2022, so as to further improve the company's profitability, The company's profit distribution plan for 2021 is: Based on the capital stock after deducting Shanghai Pudong Development Bank Co.Ltd(600000) shares of restricted shares to be repurchased and cancelled, the company will distribute a cash dividend of RMB 0.15 (including tax) to all shareholders for every 10 shares, no bonus shares will be given, no capital reserve will be converted into capital stock, and the remaining undistributed profits will be transferred to future annual distribution. We believe that the 2021 profit distribution plan of the company comprehensively considers the operation and development of the company and the reasonable return of shareholders, which is in line with the overall interests of the company and the interests of shareholders, especially minority shareholders, and the actual situation of the company. From the long-term interests of shareholders and the company, we agree to the above profit distribution plan and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company's expected daily connected transactions in 2022
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association, based on the position of independent judgment and after reviewing the proposal and relevant materials of this meeting, the independent opinion is that the proposal truly reflects the daily connected transactions of the company, and the expected daily connected transactions are related to the normal operation of the company, which is conducive to the smooth progress of the production and operation of the company, Failure to comply with the provisions of the company's approval procedures and other relevant laws and regulations, and damage the interests of shareholders.
4、 Independent opinions on the evaluation report of the company's internal control
According to the requirements of the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and other relevant laws and regulations jointly issued by the Ministry of finance, the CSRC and other departments, we have carefully checked the evaluation of the company's internal control in 2021, communicated with the company's management and relevant management departments, consulted the company's management system, and followed the principles of fairness, impartiality and good faith, We hereby express our opinions on the following issues:
The company has established a relatively perfect internal control system and can be effectively implemented. The establishment of various internal control systems meets the actual needs of the current production and operation of the company and the requirements of relevant national laws, regulations and regulatory authorities. All processes, key links and major risks of enterprise management can be carried out in accordance with the provisions of various systems, and no violation of the internal control guidelines of listed companies and the company's internal control system of Shenzhen stock exchange is found. The 2021 annual internal control evaluation report issued by the company can truly reflect the actual situation of the company's internal control and the work and achievements of the company in internal control, and is objective and complete. We agree with the evaluation report. 5、 Independent opinions on financial business with Shandong heavy industry group finance Co., Ltd
In accordance with the relevant provisions of the company law, the Listing Rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and connected transactions of Shenzhen Stock Exchange, as an independent director of the company, based on independent judgment, after reviewing the proposal and relevant materials of this meeting, We hereby express the following independent opinions on the related deposits and loans between the company and Shandong heavy industry group finance Co., Ltd. (hereinafter referred to as the "finance company") and the signing of the financial service agreement:
1. As a non bank financial institution established with the approval of Bank Of China Limited(601988) Insurance Regulatory Commission (hereinafter referred to as "China Banking and Insurance Regulatory Commission"), the financial company provides financial services for the company and its holding subsidiaries within its business scope in accordance with the provisions of relevant national laws and regulations; In the special audit report of Daxin Certified Public Accountants (special general partnership) on the deposit and loan business of the company in Shandong heavy industry finance company in 2021, the company independently, objectively and fairly reflected the deposit and loan related to Shandong heavy industry finance company in 2021. It is considered that during the reporting period, the company and the finance company carried out related deposit and loan and other financial businesses fairly and reasonably, in line with relevant regulations, and there was no situation damaging the interests of the company.
2. The financial service agreement signed between the company and the finance company follows the principle of equality and voluntariness, with fair pricing and no damage to the interests of the company and minority shareholders. It is agreed to submit the proposal of the company on signing a financial service agreement with Shandong heavy industry group finance Co., Ltd. to the 15th meeting of the 10th board of directors of the company for deliberation.
3. The 2021 risk assessment report of Shandong heavy industry group finance Co., Ltd. fully reflects the business qualification, business and risk status of the finance company, and its risk is controllable. As a non bank financial institution, its business scope, business content and process and internal risk control system are strictly supervised by the China Banking and Insurance Regulatory Commission, and the preparation of the report meets the specified requirements. In addition, the company has formulated the emergency response plan for the risk of deposit business between Shantui Construction Machinery Co.Ltd(000680) and Shandong heavy industry group finance Co., Ltd., which can effectively prevent, timely control, reduce and resolve the capital risk of the company and its holding subsidiaries in the financial company, maintain the capital safety and protect the rights and interests of the company and minority shareholders. Under the condition of meeting the above risk control, the finance company is agreed to provide financial services to the company and its holding subsidiaries.
4. The emergency response plan for the risk of deposit business between Shantui Construction Machinery Co.Ltd(000680) and Shandong heavy industry group finance Co., Ltd. formulated by the company can effectively prevent, timely control and resolve the capital risk of the company in the finance company and maintain the capital safety. The preparation of the plan meets the requirements of relevant regulations and is practical.
6、 Independent opinions on establishing construction machinery credit cooperation business with relevant banks and financial leasing companies
After reviewing relevant materials, we believe that the company's credit cooperation business of construction machinery is based on the principle of complementary advantages, equality and mutual benefit, which is conducive to promoting the company's product sales and market development, and comprehensively establishing and developing modern new bank enterprise cooperation. The company only provides guarantee business to credit users with good reputation, which can effectively prevent and control risks. The deliberation and voting procedures of this matter comply with relevant laws and regulations, the articles of association and other relevant provisions. The decision-making procedures are legal and effective, which will not have an adverse impact on the company, affect the company's sustainable operation ability, and do not damage the interests of the company and shareholders, especially small and medium-sized investors. We agree to establish construction machinery credit cooperation business with relevant banks and financial leasing companies, and submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions on carrying out financial leasing business with Shanzhong Financial Leasing Co., Ltd
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, based on the position of independent judgment and after reviewing the proposal and relevant materials of this meeting, the independent opinion is issued: the deliberation and decision-making procedure of the connected transaction complies with the provisions of relevant laws, regulations and the articles of association, complies with the commercial terms of financial leasing business, and is conducive to the product sales and market development of the company, Without prejudice to the interests of the company and other shareholders, the company agrees to carry out financial leasing business with Shanzhong Financial Leasing Co., Ltd.
8、 Independent opinions on the financial leasing business between the holding subsidiary and heavy truck Finance Co., Ltd
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, based on the position of independent judgment and after reviewing the proposal and relevant materials of this meeting, the independent opinion is issued: the deliberation and decision-making procedure of the connected transaction complies with the provisions of relevant laws, regulations and the articles of association, complies with the commercial terms of financial leasing business, and is conducive to the product sales and market development of the company, Without prejudice to the interests of the company and other shareholders, it is agreed that the holding subsidiary of the company shall carry out financial leasing business with heavy truck Finance Co., Ltd.
9、 Independent opinions on the deposit and use of raised funds in 2021
The special report on the deposit and use of the company's raised funds in 2021 prepared by the board of directors of the company truly and objectively reflects the deposit and actual use of the company's raised funds in 2021. During the reporting period, the deposit and use of the company's raised funds complied with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. The raised funds were stored and used in a special account. The specific use of the raised funds was consistent with the information disclosed by the company, and there was no change in the purpose of the raised funds and damage to the interests of the company and shareholders, There is no illegal use of the raised funds.
10、 Independent opinions on the use of letter of guarantee, letter of credit and foreign exchange to pay part of the funds invested by raising funds and replace them with the raised funds
As the current independent director of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as "the company") in accordance with the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen stock exchange and the Shantui Construction Machinery Co.Ltd(000680) articles of association, The independent opinions on the proposal on using letter of guarantee, letter of credit and foreign exchange to pay part of the funds invested by raising funds and replace them with the raised funds considered at the 15th meeting of the 10th board of directors of the company are as follows:
The company's use of bank acceptance bills (including endorsement and transfer) to pay for raised investment projects is conducive to improving the use efficiency of raised funds, and the company has formulated specific operation procedures for the payment of raised investment projects by means of letter of guarantee, letter of credit and foreign exchange, which will not affect the normal progress of raised investment projects of the company, and there is no disguised change in the investment direction of raised funds, which is in line with the interests of the company and shareholders, It complies with the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, etc. It is agreed that the company will use letter of guarantee, letter of credit and foreign exchange to pay the funds of the raised investment project and replace them with the raised funds in the same amount.
11、 Independent opinions on the use of some temporarily idle raised funds for cash management
At present, the company is in good operation and is actively implementing the construction of raised investment projects. On the premise of ensuring that the construction and use of raised funds and the safety of raised funds are not affected, the company plans to use idle raised funds of no more than 400 million yuan for cash management. The content and review order comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant laws and regulations The regulations and other normative documents and the provisions of the company's system for the management and use of raised funds, relevant review procedures and contents are legal and effective. The company's use of some temporarily idle raised funds for cash management does not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised manner, which is conducive to improving the use efficiency of the raised funds and increasing the company's income, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, the independent directors unanimously agree that the company will use the idle raised funds of no more than RMB 400 million for cash management.
12、 Independent opinions on developing financial derivatives business
The company's financial derivatives business for the purpose of risk prevention is closely related to the company's daily operation and complies with the provisions of relevant laws and regulations. The company has established the company's internal control system for derivatives investment, strengthened risk management and control, and agreed to carry out the above financial derivatives business.
13、 Independent opinions on the proposed change of accounting firm
Shanghui Certified Public Accountants (special general partnership) (hereinafter referred to as "Shanghui certified public accountants") has the practice certificate of certified public accountants and the business qualification related to securities and futures, has the audit service experience of listed companies, has sufficient independence, professional competence and investor protection ability, and can meet the requirements of annual financial audit and internal control audit; The company has fully communicated with the previous and subsequent accounting firms on the replacement of the annual audit institution, and all parties have no objection. The review procedure for the company to change the accounting firm and determine its remuneration complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders.
In conclusion, it is agreed that the company will appoint Shanghui firm as the company's financial and internal control audit institution in 2022, and submit the proposal on proposed change of accounting firm to the company's 2021 annual general meeting for deliberation.
14、 Independent opinions on repurchase and cancellation of some restricted shares
After verification, we believe that the repurchase and cancellation of some restricted shares complies with relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies and the relevant provisions of the company's 2020 restricted stock incentive plan, does not damage the rights and interests of the company and all shareholders, and will not have a material impact on the company's financial status and operating results
