Independent opinions on some matters considered at the 15th meeting of the sixth board of directors of the company
As an independent director of the company in accordance with the rules for independent directors of listed companies of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the rules for listing stocks of Shanghai Stock Exchange (revised in January 2022) and the articles of association of Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as "the company", "the company", "the Cosco Shipping Holdings Co.Ltd(601919) ", together with its subsidiaries, the "group"), We have carefully considered the proposal submitted to the 15th meeting of the sixth board of directors of the company, and expressed the opinions of independent directors on some matters under consideration as follows: I. on the occupation of funds by related parties in 2021
As of December 31, 2021, the company has complied with the relevant laws and regulations on the capital transactions of related parties, and there is no illegal occupation of the company's funds by the company's controlling shareholders and other related parties, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, There is no violation of the provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of the China Securities Regulatory Commission). 2、 Profit distribution plan for 2021
The profit distribution plan is as follows: cash dividend of 0.87 yuan per share (including tax). Based on the total share capital of 16014125710 shares of the company by the end of 2021, a total cash dividend of 13.932 billion yuan was distributed, which is 15.6% of the net profit attributable to shareholders of the listed company realized by the company in 2021 and 50.15% of the distributable profit of the parent company in 2021. If the total share capital of the company changes from the beginning of 2022 to the date of equity distribution, the total amount of distribution shall be adjusted based on the total number of shares registered on the date of equity registration. We believe that the company's profit distribution plan for 2021 fully considers the company's development strategy and actual capital needs, and complies with the provisions of the articles of association and the company's shareholder return plan for the next three years (20202022). The plan takes into account the sustainable development of the company and the reasonable return to shareholders, which is conducive to ensuring the capital needs of the company's daily operation and related projects, obtaining greater value for shareholders and ensuring the steady development of the company, without damaging the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to this profit distribution plan and agree to submit it to the general meeting of shareholders for deliberation. 3、 Special description and independent opinions on the external guarantee of the company
The company disclosed the external guarantee and amount as of the end of the reporting period through section VI "important matters" of the 2021 annual report. In addition, the company does not have other external guarantees, nor does it provide guarantees for controlling shareholders and related parties.
The company can strictly implement the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission), the stock listing rules of Shanghai Stock Exchange (revised in January 2022) and other relevant laws and regulations as well as the provisions of the articles of association, strictly control the risk of external guarantees and effectively protect the legitimate rights and interests of investors, There is no situation that damages the interests of the company and the majority of investors, especially small and medium-sized investors. 4、 About the external guarantee limit of the company and its affiliated companies in 2022
The company and its affiliated companies carry out external guarantee in strict accordance with the shareholding ratio according to the business needs. There is no resource transfer or benefit transfer, which is in line with the overall interests of the company and all shareholders, and there is no damage to the interests of the company and the majority of investors, especially small and medium-sized investors. Agree to the external guarantee limit of the company and its affiliated companies in 2022. 5、 About the appointment of domestic and foreign auditors in 2022
We have reviewed the proposal on the appointment of domestic and foreign auditors in 2022 and relevant materials in advance, and approved and agreed to submit the proposal to the board of directors for deliberation. Independent opinions on the appointment of domestic and foreign auditors in 2022 are as follows: ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as "ShineWing") and Luo Bingxian Yongdao certified public accountants have the corresponding qualifications and competence to engage in the audit business of listed companies, and have fulfilled the responsibilities and obligations stipulated by both parties in the process of serving as the domestic and overseas auditors of the company in 2021; After deliberation and approval by the audit committee of the board of directors and the board of directors, it is agreed to renew ShineWing as the domestic auditor of the company in 2022 and Luo Bingxian Yongdao certified public accountants as the overseas auditor of the company in 2022. The decision-making procedures of the board of directors of the company are in compliance with the law and there is no damage to the interests of the company and minority shareholders. 6、 Merger and reorganization
In August 2018, the company completed the major asset restructuring of the tender offer to acquire Orient Overseas (International) Co., Ltd. ("Orient Overseas International") through its wholly-owned overseas subsidiaries, and Orient Overseas International became the holding subsidiary of the company. In 2021, the company was committed to building a more stable supply chain system for global customers through wholly-owned or holding subsidiaries including OOCL international. By giving full play to the synergy and scale advantages of its "COSCO Shipping Container" and "OOCL container" dual brand fleet, the company continued to optimize the global route network layout, continuously strengthened the coordination of global transportation capacity and terminal resources, and steadily improved the container supply chain management ability, The comprehensive logistics system to serve global customers was further improved, and the overall performance of the company increased significantly compared with the same period of last year. In line with the overall interests of the company and all shareholders, and safeguarding the rights and interests of minority shareholders. 7、 About the 2021 annual assessment results of Cosco Shipping Holdings Co.Ltd(601919) senior management
The salary assessment results of the company's senior managers in 2021 comply with relevant laws and regulations and relevant systems and regulations of the company, and there is no damage to the interests of the company and investors, especially small and medium-sized investors. We agree with the assessment results. 8、 Report on continuous risk assessment of COSCO Shipping Group Finance Co., Ltd
We have reviewed the report on continuous risk assessment of COSCO Shipping Group Finance Co., Ltd. in advance and agreed to submit the ("report on continuous risk assessment") to the board of directors for deliberation. COSCO Shipping Group Finance Co., Ltd. ("finance company") as a non bank financial institution, its business scope, workflow and internal risk control are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission. The company has established a relatively complete and reasonable internal control system, assessed the risks of daily related party transactions with the financial company under the financial service agreement, and considered that the risks of related deposit, loan and other financial businesses between the company and the financial company are controllable. The continuous risk assessment report fully reflects the business qualification, business and risk status of the financial company, and no major defects in its risk management are found. The continuous risk assessment report is objective and fair, and does not harm the interests of the company and investors, especially small and medium-sized investors. We agree with the continuous risk assessment report. 9、 About financial businesses involving related party transactions, deposits and loans of financial companies
In combination with the special instructions submitted by the accounting firm on the related party transactions of the financial company, in 2021, the deposit and loan and other financial businesses of the related party transactions between the company and the financial company were based on the needs of the company's normal business activities and normal development, followed the principles of fairness, impartiality, voluntariness and integrity, the transaction pricing was fair and reasonable, and there was no situation that affected the independence and security of the company's funds and was not occupied by related parties, There is no situation that damages the interests of the company and the majority of investors, especially small and medium-sized investors.
10、 Changes in accounting estimates of estimated net salvage value of Cosco Shipping Holdings Co.Ltd(601919) ships and containers
This accounting estimate change of the company can more appropriately reflect the company's financial situation and operating results, provide more reliable and relevant accounting information, and do not damage the interests of the company and shareholders, especially the interests of minority shareholders. The decision-making procedure shall comply with the relevant provisions of relevant laws and regulations. Agree to this accounting estimate change. 11、 Evaluation report on internal control of Cosco Shipping Holdings Co.Ltd(601919) 2021
During the reporting period, the company has established and effectively implemented internal control over the businesses and matters included in the evaluation scope, and achieved the goal of the company's internal control without major defects. The company's 2021 internal control evaluation report objectively and comprehensively reflects the real situation of the company's internal control. We agree with the report. 12、 Proposal on giving the board of directors general authorization to repurchase H shares and / or A-Shares of the company
1. The general authorization of this repurchase of H shares and / or A-Shares complies with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, and the voting procedures of the board of directors comply with the relevant laws, regulations and the provisions of the company.
It is necessary to flexibly repurchase the company's shares and safeguard the company's value and shareholders' rights and interests. 3. The repurchase funds under the general authorization for the repurchase of H shares and / or A-Shares are self raised funds, which will not have a significant impact on the company's business activities, financial status and major development in the future.
In conclusion, we believe that the general authorization for the repurchase of H shares and / or A-Shares of the company is legal and compliant, and the repurchase scheme is feasible and necessary, which is in line with the interests of the company and all shareholders. We agree to recognize the general authorization for the repurchase of H shares and / or A-Shares of the company, and agree to submit the general authorization for the repurchase of H shares of the company and the general authorization for the repurchase of A-Shares of the company to the general meeting of shareholders of the company for deliberation.
Cosco Shipping Holdings Co.Ltd(601919)
Independent directors: David Wu, Zhong Hui Zhou, Song Sheng Zhang and Shi Heng Ma March 30, 2022
