56th meeting of the 7th board of directors Sichuan Road & Bridge Co.Ltd(600039)
Sichuan Road & Bridge Co.Ltd(600039)
Opinions of independent directors and special explanation of the company’s external guarantee at the 56th meeting of the seventh board of directors
As an independent director of Sichuan Road & Bridge Co.Ltd(600039) the 7th board of directors, in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions, and within the scope of the facts we know, we hereby express the following independent opinions on the company’s profit distribution in 2021:
1、 Independent opinions on the company’s profit distribution plan in 2021
The board of directors of the company has drawn up the profit distribution plan for 2021 from the development stage, business characteristics and actual development of the company, and comprehensively considered the current capital demand and subsequent investment planning. We believe that the plan is in line with the profit distribution policy stipulated in the articles of association and the return plan for shareholders of the company. In line with the company’s long-term and sustainable development needs, the decision-making process is legal and does not harm the interests of the company and its shareholders, especially the minority shareholders.
2、 Independent opinions on Revising accounting policies
Agree with the proposal on Revising accounting policies. The accounting policy change of the company complies with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange. It is reasonable and necessary, and there is no damage to the interests of the company and all shareholders. The approval procedures of the board of directors for this accounting policy comply with the provisions of relevant laws and regulations, and agree to the proposal of this change.
3、 Independent opinion on hiring financial audit institutions in 2022
Approve the proposal of the company to hire a financial audit institution in 2022. We recognize
56th meeting of the 7th board of directors Sichuan Road & Bridge Co.Ltd(600039)
The decision-making procedure is legal and does not harm the interests of the company and its shareholders, especially the minority shareholders.
4、 The independent opinion on hiring the internal control audit institution in 2022 agrees with the proposal of the company to hire the internal control audit institution in 2022. We believe that the matter is in line with the actual situation and needs of the company, the relevant provisions of the articles of association, and the decision-making procedure is legal.
5、 Independent opinion on internal control evaluation report in 2021
We believe that the company has established a relatively perfect internal control system, and all internal control systems comply with the relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies. The implementation of the internal control system is effective and the operation of the company is standardized and healthy. The company’s 2021 internal control evaluation report objectively and truly reflects the construction, improvement and operation of the company’s internal control system. 6、 Special explanation and independent opinions on the external guarantee of the company
In accordance with the relevant provisions of the CSRC, we have carefully verified and implemented the external guarantee of the company in 2021, and now issue special instructions and independent opinions on the relevant situation as follows:
In 2021, the company strictly abides by the provisions of relevant laws and regulations, the articles of association and other internal rules, strictly controls the risk of external guarantee, and performs the decision-making and disclosure procedures of external guarantee. As of December 31, 2021, the company has no illegal guarantee.
As of December 31, 2021, the company and its holding subsidiaries (including wholly-owned)
56th meeting of the 7th board of directors Sichuan Road & Bridge Co.Ltd(600039)
The total amount of external guarantee is 28.627 billion yuan, accounting for 105.44% of the company’s latest audited net assets, of which the company’s total guarantee for holding subsidiaries (including wholly-owned) is 27.45 billion yuan, accounting for 101.11% of the company’s latest audited net assets. There is no overdue guarantee in the foregoing guarantees.
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56th meeting of the 7th board of directors Sichuan Road & Bridge Co.Ltd(600039)
