Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Independent opinions of independent directors on relevant matters
As an independent director of Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as the “company”), in accordance with the relevant provisions of laws and regulations such as the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, we are in a serious, responsible and realistic attitude, Express the following independent opinions on the relevant matters considered at the 24th Meeting of the seventh board of directors of the company:
1、 Independent opinions on the company’s profit distribution plan in 2021
Through the review of the company’s profit distribution plan for 2021, we believe that the company’s profit distribution plan for 2021 is based on the actual situation of the company, which not only ensures the stable and rapid development of the company, but also returns to the majority of shareholders; The proportion of cash dividends in the last three years meets the requirements of the articles of association, there is no violation of laws, regulations and the articles of association, and there is no damage to the interests of shareholders, especially minority shareholders, which is conducive to the normal operation and healthy development of the company.
We agree to the 2021 profit distribution plan proposed by the company.
2、 After carefully reading the contents of the report, communicating with the company’s management and relevant management departments, consulting the company’s management system, and combined with our field visit to the company, we believe that:
1. The company’s internal control system complies with relevant Chinese laws and regulations and securities regulatory authorities
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
It is also suitable for the actual situation of the current company’s production and operation.
2. The company’s internal control measures have played a good role in the control of all processes and links of enterprise management.
3. The internal control evaluation report of the company in 2021 objectively and comprehensively reflects the real situation of the company’s internal control and defines the direction of efforts to strengthen internal control.
We agree with the report.
3、 Independent opinions on the company’s continued employment of accounting firms
Dahua Certified Public Accountants (special general partnership) has the qualification to engage in securities business. During its tenure as the company’s audit institution, it can abide by the independent audit standards for Chinese certified public accountants, be diligent and dutiful, and give independent audit opinions fairly and reasonably. In order to ensure the smooth progress of the company’s audit work, we agree that the company will continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution of the company’s 2022 financial report.
4、 Independent opinions on changes in accounting estimates of the company
The change of the company’s accounting estimate complies with relevant regulations. The changed accounting estimate can more reasonably reflect the expected loss of accounts receivable, other accounts receivable and contract assets, and there is no damage to the interests of the company and shareholders. The decision-making procedures of the board of directors on this matter comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree with the change of accounting estimates of the company.
5、 Special instructions and independent opinions on the company’s funds occupied by the company’s controlling shareholders and other related parties and the company’s external guarantee
In a serious, responsible and realistic attitude, we have recognized the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Really understand and check, and express the following independent opinions:
1. The company’s controlling shareholders and other related parties occupy the company’s funds
As of December 31, 2021, the capital transactions between the controlling shareholders and other related parties of the company can strictly comply with the relevant provisions of the notice on regulating the capital transactions between listed companies and related parties and the notice on regulating the external guarantee behavior of listed companies issued by the CSRC. The capital transactions between the company and the controlling shareholders and other related parties are normal operating capital transactions, There is no violation of the above laws and regulations.
2. External guarantee of the company
The company’s external guarantees are all guarantees provided to wholly-owned subsidiaries (grandchildren) and holding subsidiaries, and the approval procedures have been performed in accordance with laws and regulations, the articles of association and other relevant provisions. In addition, the company has no other external guarantees or illegal external guarantees. The company has established a perfect external guarantee risk control system and fully revealed the risks of external guarantee. There is no obvious sign that the company may bear the guarantee liability due to the default of the guaranteed object’s debt. (no text below)
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
(there is no text on this page, which is only used for the signature page of Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent directors’ independent opinions on relevant matters) signature of independent directors:
Yin Bing, Li Caihong
Zhu Yikun, Xie Yuanbao
March 29, 2022
