Anhui Expressway Company Limited(600012) independent directors
Independent opinions on matters considered by the 19th session of the 9th board of directors of the company
In accordance with the relevant provisions of laws and regulations such as the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation and the articles of association, as an independent director of Anhui Expressway Company Limited(600012) of the company, we have carefully considered all the proposals considered at the 19th meeting of the ninth board of directors of the company and carefully consulted relevant materials. Based on our independent judgment, we hereby express the following independent opinions on relevant matters:
1、 The company’s profit distribution plan for 2021
The articles of association of the company has clearly stipulated the dividend standard and the minimum proportion of annual dividend, and formulated complete decision-making procedures and mechanisms. When formulating the profit distribution plan for 2021, the board of directors carefully studied and analyzed the company’s current financial situation, the need for sustainable development, the stability of shareholders’ interests and other factors, and calculated the dividend situation of that year and the cash dividend rate in recent three years.
According to the plan, the profit distributed in cash by the company in this year accounts for 60.25% of the net profit attributable to the shareholders of the listed company in the consolidated statement of 2021. Moreover, the company’s accumulated profits distributed in cash for three consecutive years account for more than 30% of the distributable profits realized within three years.
The independent directors believe that the annual profit distribution plan formulated by the board of directors complies with the provisions of relevant laws and regulations, the articles of association and the actual situation of the company. The plan meets the requirements of the articles of association and the shareholder return plan for Anhui Expressway Company Limited(600012) next three years (20212023) on cash dividend standard and dividend proportion. The cash dividend policy implemented by the company maintains the continuity and stability of profit distribution, conforms to the overall and long-term interests of shareholders, and is conducive to the long-term development of the company.
2、 Proposal on daily related party transactions in 2022
The daily related party transactions expected to occur this time meet the needs of the company’s business development. The transaction conditions are fair and reasonable, and the transaction pricing is objective and fair, which will not affect the independence of the company, and the company’s main business will not rely on related parties due to such transactions. This connected transaction complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and minority shareholders.
When the board of directors deliberates the above proposals, the related directors avoid voting, and the approval procedures of related party transactions comply with relevant national laws and regulations, stock listing rules and the articles of association. 3、 Proposal on change of accounting firm
Ernst & Young Huaming Certified Public Accountants (special general partnership), the auditor to be appointed by the company, has independent legal personality and professional qualification in accordance with the securities law, which can meet the requirements of the company 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 small and medium-sized shareholders. Agree to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation after it is reviewed and approved by the board of directors.
(there is no text on this page, which is the signature page of the independent opinions of the 19th meeting of Anhui Expressway Company Limited(600012) the ninth board of directors.) Signature of independent director:
Liu Hao: Zhang Jianping: Fang Fang:
March 28, 2002
