Ningbo Fubang Jingye Group Co.Ltd(600768) independent directors
Independent opinions on relevant proposals of the 11th meeting of the ninth board of directors of the company
According to the stock listing rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, as independent directors of Ningbo Fubang Jingye Group Co.Ltd(600768) (hereinafter referred to as “the company”), based on independent judgment, on the basis of careful review of relevant materials and full communication and understanding, The following independent opinions on the relevant proposals of the 11th meeting of the 9th board of directors of the company are expressed:
1、 Independent opinions on the company’s profit distribution plan in 2021
We believe that the distribution plan proposed by the board of directors of the company for 2021 that neither profit distribution nor capital reserve will be converted into share capital is based on the fact that the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is 332011190 yuan. At this stage, the profitability of the company’s main business is relatively weak. Taking into account the current situation of the company’s industry, actual operation and the needs of industrial transformation and upgrading, There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. We agree to the profit distribution plan and agree to submit the plan to the annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s provision for asset impairment in 2021
We believe that the provision for asset impairment is made in accordance with the relevant accounting standards for business enterprises and the relevant accounting policies of the company. After the company withdraws the provision for impairment of assets, the financial statements can more truly and fairly reflect the current asset status and operating results of the company, making the accounting information about assets more reliable. The decision-making procedure for withdrawing the provision for asset impairment this time complies with the relevant provisions of relevant laws, regulations and the articles of association. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. We agree that the company withdraws the provision for asset impairment this time.
3、 Independent opinions on the company’s continued employment of accounting firms
We believe that Lixin Certified Public Accountants (special general partnership) has the qualification of auditing securities and futures related businesses, and has the experience and ability to provide audit services for listed companies. During the audit of the annual report of 2021, Lixin Certified Public Accountants (special general partnership) strictly abides by the professional ethics and professional norms of the accounting firm, completes the relevant audit work in strict accordance with the audit plan of the annual financial report, and can meet the requirements of the company’s financial audit and internal control audit in 2022. Moreover, the procedures for the company to hire an accounting firm this time comply with laws, regulations, the articles of association and other relevant provisions, and there is no situation that damages the interests of the company and shareholders. We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s financial audit and internal control audit service agency in 2022, and agree to submit the matter to the company’s annual general meeting for deliberation. 4、 Independent opinions on the evaluation report of the company’s internal control in 2021
We believe that the company has gradually established and improved the internal control system and has been effectively implemented in accordance with the provisions and requirements of the basic norms of enterprise internal control and its supporting guidelines. The internal control evaluation report of the company in 2021 comprehensively, truly and accurately reflects the actual situation of the company’s internal control.
5、 Independent opinions on the use of temporary idle funds for entrusted financial management by the company and its wholly-owned subsidiaries
We believe that the company and its wholly-owned subsidiary Ningbo Fubang Jingye Group Co.Ltd(600768) Jingye Trading Co., Ltd. (hereinafter referred to as “trading company”) use no more than 300 million yuan (including 50 million yuan of trading company) to temporarily idle their own funds for carrying out entrusted financial business with low risk and relatively fixed income, and the approval procedures comply with the relevant provisions of the articles of association. It is conducive to improve the efficiency of capital use, bring better benefits to the enterprise, and does not affect the daily capital turnover needs of the company and the normal development of the company’s business. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company and its wholly-owned subsidiaries use temporary idle funds for entrusted financial management within the authorized amount and time limit. Within the above limit, the funds can be used on a rolling basis, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Proposal on adjusting the allowance of independent directors
This adjustment of the company’s independent director’s allowance is in line with the actual situation of the company. The deliberation and voting procedures of the board of directors comply with the relevant provisions of the company law and other laws and regulations and the articles of association of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Proposal on daily related party transactions of wholly-owned subsidiaries of the company
We believe that: Ningbo Fubang Jingye Group Co.Ltd(600768) Jingye aluminum profile Co., Ltd. leases plant and pays water and electricity fees to the related party Ningbo Fubang Jingye Group Co.Ltd(600768) aluminum profile Co., Ltd. this related party transaction is necessary for the normal production and operation of Ningbo Fubang Jingye Group Co.Ltd(600768) Jingye aluminum profile Co., Ltd. the transaction will guide the pricing based on the principles of equality, mutual benefit, fairness and rationality, and there will be no damage to the interests of the company and the majority of minority shareholders. The voting procedure of this related party transaction is legal and compliant, and the related directors evaded in the voting process according to law, which is in line with the company law, securities law and other laws and regulations and the relevant provisions of the articles of association. We agree to the daily related party transactions of aluminum profile company.
Independent director: Yang Guanghong, Xiao Lihua, Xiu Ping April 1, 2022
