Independent opinions of independent directors on guarantee and other matters
1、 Special instructions and independent opinions on the company’s external guarantees and capital transactions with related parties in 2021
As an independent director of Sinotruk Jinan Truck Co.Ltd(000951) in accordance with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (zjf [2022] No. 26) of the CSRC, after understanding the relevant situation and based on the principles of objectivity, fairness and impartiality, the following special instructions are made on the accumulated capital occupation and external guarantees of the company and related parties in 2021:
During the reporting period, the external guarantee amount approved by the 2020 annual general meeting of shareholders was no more than RMB 300 million. As of December 31, 2021, Sinotruk Jinan Truck Co.Ltd(000951) has actually incurred 20 million yuan of external guarantee within the limit. In addition, there is no occupation of funds by controlling shareholders and other related parties, and there is no occupation of funds by related parties that occurred in previous years and accumulated to December 31, 2021.
As an independent director of the company, we express the following independent opinions:
In 2021, the company did not have any illegal external guarantee, nor did it have any illegal external guarantee in previous years and accumulated to December 31, 2021; During the reporting period, all external guarantees were subject to strict examination and approval procedures. All capital transactions between the company and related parties are normal business transactions in the company’s production and operation activities, and there is no illegal occupation of the company’s funds and damage to the interests of the company and all shareholders, especially the rights and interests of minority shareholders. 2、 Independent opinions on the internal control evaluation report of the company in 2021
According to the requirements of the basic norms of enterprise internal control and supporting guidelines issued by the Ministry of Finance and other five ministries and commissions, as well as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other rules and regulations, Sinotruk Jinan Truck Co.Ltd(000951) evaluated the effectiveness of the design and operation of the company’s internal control in 2021. As an independent director of the company, after careful verification:
1. During the reporting period, the company’s corporate governance, production and operation, information disclosure and major events were carried out in strict accordance with the provisions of the company’s internal control systems, and the possible internal and external risks in all links of the activities were reasonably controlled, and the predetermined objectives of the company’s activities were basically realized. During the reporting period, the company operated in strict accordance with various systems and regulations, and there was no violation of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s internal control system.
2. The company’s evaluation report on internal control truly and objectively reflects the actual situation of the company’s internal control system construction, internal control system implementation and supervision and management. Therefore, the company’s internal control is effective. The company should further improve the internal control system, standardize the implementation of the internal control system, strengthen the supervision and inspection of internal control, and promote the healthy and sustainable development of the company. As an independent director of the company, we believe that the internal control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the company’s internal control, conforms to the overall interests of the company and does not damage the interests of the company and shareholders.
3、 Independent opinions on the special report on the deposit and actual use of the company’s annual raised funds in 2021
After verification, the preparation of the special report on the deposit and actual use of the company’s raised funds in 2021 complies with the provisions of relevant laws and regulations, truly and objectively reflects the deposit and use of the company’s raised funds in 2021, and the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds.
4、 Independent opinions on the company’s profit distribution plan in 2021
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), the consolidated net profit of the company in 2021 was 166874993289 yuan, of which the net profit attributable to the owner of the parent company was 103790178276 yuan. The net profit of the parent company in 2021 was 86588641916 yuan.
In accordance with the company law of the people’s Republic of China and the articles of association, taking into account the interests of shareholders, the actual production and operation results of the company in 2021 and the needs of future development, the board of directors of the company submits the profit distribution plan for 2021 to the general meeting of shareholders as follows:
1. Withdraw 10% of the statutory reserve according to the net profit of the parent company in 2021;
2. Based on the company’s total share capital of 1174869360 shares at the end of 2021, a cash dividend of 3.00 yuan (including tax) will be distributed for every 10 shares, with a total cash dividend of 35246080800 yuan. No bonus shares will be given and no accumulation fund will be converted into share capital.
According to the rules for independent directors of listed companies issued by China Securities Regulatory Commission, as independent directors of the company, we believe that the distribution plan is in line with the actual situation of the company, conducive to the development of the company and does not harm the interests of the company and shareholders.
5、 Independent opinions on providing guarantee for mortgage and financial leasing business
After reviewing the relevant materials, we believe that the procedures for the board of directors to consider and vote on this matter are legal and effective, and the related directors have avoided voting. This proposal on providing guarantee for mortgage and financial leasing business needs to be submitted to the general meeting of shareholders for deliberation.
The company provides mortgage loan guarantee and financial lease guarantee business for customers with good reputation. The implementation of this business is conducive to promoting the sales of the company’s complete vehicle products, and the risk is controllable. We agree to the guarantee.
6、 Independent opinions on adjusting the forecast of daily connected transactions in 2022 and revising the financial services agreement
As an independent director of the company, based on the understanding of relevant situations and the principles of objectivity, fairness and impartiality, I hereby express the following independent opinions on the development of financial services and the amendment of the agreement between the company and Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd.:
1. The procedures for the board of directors to consider and vote on this matter are legal and effective, and the related directors have avoided voting. The related party transactions of the company are independent, reasonably priced and fair, which is conducive to reducing the financing cost of the company and improving the efficiency of the use of funds of the company, and there is no damage to the interests of the company and other shareholders of the company. These related party transactions comply with the principles of open, fair and just market and are conducive to the development of the company.
2. Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd., as a normative non bank financial institution approved by Bank Of China Limited(601988) Industry Regulatory Commission, provides financial services for the company and its subsidiaries within its business scope, which complies with the provisions of relevant national laws and regulations.
3. The company’s risk assessment report on Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. conforms to the facts and fully reflects the business qualification, business and risk status of the finance company.
As a non banking financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by the CBRC. Under the above risk control conditions, Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. is agreed to provide relevant financial services to the company in accordance with the financial services agreement.
4. The company’s financial risk can be prevented and effectively handled in the company’s financial plan.
7、 Independent opinion on the risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd
The risk assessment report on Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. issued by the company fully reflects the business qualification, internal control, operation management and risk management of Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. (hereinafter referred to as “sinotruk finance company”), and no major defects in risk management of SINOTRUK finance company are found. As a non bank financial institution, the business scope, business content and process, internal risk control system and other measures of SINOTRUK finance company are strictly supervised by the China Banking and Insurance Regulatory Commission.
8、 Independent opinions on the continued employment of financial audit institutions and internal control audit institutions
In accordance with the relevant provisions of the rules for independent directors of listed companies and the articles of association, as the current independent director of the company, he expressed the following independent opinions on the company’s continued employment of financial audit institutions and internal control audit institutions:
After review, the independent directors believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) is qualified in the securities industry, has the experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial audit and internal control audit in 2022, and can independently audit the company’s financial situation. The decision-making procedures of the company’s continued employment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2022 comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. Therefore, we agree to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
According to relevant regulations of the company, the remuneration and assessment committee of the board of directors and the board of directors have reviewed the remuneration of directors and senior managers involved in the company’s 2021 annual report. We believe that the remuneration of directors and senior managers of the company in 2021 is in line with the actual situation of the company and the payment procedure is in line with relevant regulations.
Independent directors: Zhang Hong, Ma Zengrong and Zhou Shumin March 30, 2002
