Cosco Shipping Development Company Limited(601866) independent director
Special opinions on the company’s profit distribution in 2021
As independent directors of Cosco Shipping Development Company Limited(601866) (hereinafter referred to as “the company” and “the company”), we, in accordance with the rules for independent directors of Listed Companies [CSRC announcement [2022] No. 14] and other laws and regulations of the CSRC and the relevant provisions of the articles of association of the company, express the following special opinions on the profit distribution and other matters of the company in 2021:
1、 About the company’s profit distribution in 2021
On the premise of ensuring the normal operation and long-term development of the company and taking into account the immediate and long-term interests of shareholders, the board of directors recommends that the company’s profit distribution plan for 2021 is to distribute a cash dividend of 2.26 yuan (including tax) to all shareholders for every 10 shares on the basis of the total share capital registered on the equity registration date at the time of profit distribution minus the share balance of the repurchased shares in the special repurchase account at that time, The remaining undistributed profits are carried forward to the next year.
We believe that the company’s profit distribution plan for 2021 complies with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of association, conforms to the actual situation of the company, is conducive to the sustainable and healthy development of the company, and does not harm the interests of the company’s shareholders. We agree that the company’s profit distribution plan for 2021 should be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Related party transactions in 2021
During the reporting period, the independent directors conscientiously performed their duties of controlling and daily managing the company’s related party transactions. Independent directors give prior approval and independent opinions on all major related party transactions. All related party transactions of the company adopt general commercial terms, the pricing is fair and reasonable, abide by the principles of fairness, impartiality and openness, and are in line with the overall interests of the company and shareholders; The review procedures of related party transactions are legal and compliant, do not harm the interests of minority shareholders, and are in line with the overall interests of the company and shareholders.
3、 Independent opinions on the progress of reorganization and integration
In 2021, the company raised shares and actively promoted the purchase of supporting projects. The company held a general meeting of shareholders on June 10 to review and approve the relevant proposals of the project; On October 20, the company obtained the reply on Approving the application of Cosco Shipping Development Company Limited(601866) issuing shares to COSCO Shipping Investment Holding Co., Ltd. to purchase assets and raise supporting funds from CSRC; On November 4, the company obtained all renewed business licenses and completed the comprehensive settlement; On November 26, the company completed the registration and listing of consideration shares, and the phase of issuing shares to purchase assets was successfully completed. On December 9, 2021, the company completed the bookkeeping of the raised supporting funds, with the final allocation price of RMB 2.76/share and the total raised funds of RMB 1.464 billion; On December 22, the registration and custody procedures of the company’s issued shares were completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. In this asset reorganization, the transfer procedures of all the assets subject to reorganization have been completed in accordance with the relevant agreements; All commitments made by the parties to this transaction have been fulfilled or are being fulfilled, and there is no violation of commitments; The parties to this transaction have performed or continued to perform their responsibilities and obligations in accordance with the announced restructuring plan, and there are no other matters that are different between the actually implemented plan and the announced restructuring plan.
Cosco Shipping Development Company Limited(601866) independent director
March 30, 2022
