China International Capital Corporation Limited(601995)
Independent opinions of independent non-executive directors on matters related to the 21st Meeting of the second board of directors
In accordance with the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the China International Capital Corporation Limited(601995) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, we, as independent non-executive directors of China International Capital Corporation Limited(601995) (hereinafter referred to as the "company"), after carefully reviewing the proposal and other materials and understanding the relevant situation, based on our independent judgment, Express the following independent opinions on relevant matters of the 21st Meeting of the second board of directors of the company:
1、 Proposal on the remuneration distribution plan for senior managers in 2021
The remuneration distribution plan of the company's senior managers in 2021 complies with the requirements of relevant laws and regulations and the actual situation of the company, taking into account the characteristics of the financial and securities industry, the remuneration paid by similar companies, the time and responsibilities of senior managers, personal performance, employment conditions of other positions in the company and other factors. The relevant review procedures comply with the provisions of laws, regulations and the articles of association, And there is no situation that damages the interests of the company and minority shareholders; Agree to the proposal.
2、 Proposal on profit distribution plan in 2021
The company's profit distribution plan for 2021 complies with the provisions of relevant laws and regulations, normative documents, articles of association and other internal systems, conforms to the actual situation of the company, conforms to the overall and long-term interests of shareholders, is conducive to the long-term development of the company, and there is no damage to the interests of the company and minority shareholders; Agree to the proposal and submit it to the general meeting of shareholders for deliberation after the proposal is reviewed and approved by the board of directors.
3、 Proposal on re employment of accounting firm
Deloitte Touche Tohmatsu (special general partnership) and Deloitte guanhuang Chenfang certified public accountants, as the proposed accounting firms, comply with the regulatory provisions in terms of professional competence, investor protection ability, independence and integrity; The decision-making procedure of the company's appointment of an accounting firm complies with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders; Agree to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) and Deloitte guanhuang Chenfang as the domestic and overseas accounting firms of the company in 2022, agree to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) as the internal control audit institution of the company in 2022, and agree on the amount and determination method of relevant expenses, And agreed to submit the proposal to the general meeting of shareholders for deliberation after it was reviewed and approved by the board of directors.
4、 Proposal on daily connected transactions in 2022
The relationship between the company and related parties is a win-win, equal and mutually beneficial relationship, and there is no situation that damages the interests of the company and minority shareholders; Related party transactions are services or transactions provided or received based on the company's business characteristics and normal business activities, which are conducive to the development of the company's business and the improvement of the company's comprehensive competitiveness; Related party transactions do not affect the independence of the company, and the company's main business does not rely on related parties due to the above related party transactions; And the related party transactions do not harm the interests of the company and minority shareholders; Agree to the proposal and submit it to the general meeting of shareholders for deliberation after the proposal is reviewed and approved by the board of directors.
5、 Proposal on internal control evaluation report in 2021
The 2021 internal control evaluation report prepared by the company complies with the relevant provisions of laws, regulations, normative documents and the company's internal governance system. The content of the report is complete and true, and there is no damage to the interests of the company and minority shareholders; Agree to the proposal.
6、 Proposal on the election of independent non-executive directors
The candidates for independent non-executive directors of the second board of directors of the company, Mr. Wu Gangping and Mr. Lu Zhengfei, meet the conditions for serving as independent directors of listed companies and securities companies stipulated in laws, regulations and the articles of Association; The nomination procedure of independent non-executive director candidates complies with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders; Agree to the proposal and submit it to the general meeting of shareholders for deliberation after the proposal is reviewed and approved by the board of directors.
Liu Li, Xiao Weiqiang, Ben Shenglin, Peter Hugh Nolan March 30, 2022
