Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) independent directors’ independent opinions on relevant matters at the 33rd meeting of the ninth board of directors are in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for self regulatory supervision of listing of Shanghai Stock Exchange and the articles of association of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”) According to the relevant provisions of laws, regulations and normative documents such as the working system of independent directors, as an independent director of the company, after carefully reviewing the relevant materials and based on the position of independent judgment, he has expressed the following independent opinions: I. independent opinions on the proposed no profit distribution plan in 2021
After review, we believe that the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021, which is in line with the notice on further implementing matters related to cash dividends of listed companies, No. 3 guidance on supervision of listed companies – cash dividends of listed companies and the articles of Association The relevant provisions on profit distribution in the plan for shareholders’ dividend return in the next three years (20212023) do not harm the interests of the company’s shareholders and other interested parties.
To sum up, the independent directors of the company unanimously agreed to the profit distribution plan and agreed that the board of directors would submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the expected new comprehensive credit line and external guarantee line of the company and its subsidiaries. The expected and authorized matters of the company’s new comprehensive credit line and external guarantee are in accordance with the stock listing rules of Shanghai Stock Exchange and the guidelines for the self legal supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation The relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the articles of association meet the daily business needs of the company and its subsidiaries, help to ensure the stable development of the company and improve the operation efficiency of the company. The company has sufficient control over the subsidiaries within the scope of consolidated statements, can effectively monitor and manage their production and operation, and the guarantee risk is within the controllable range, There are no circumstances that harm the interests of the company and investors.
To sum up, the independent directors of the company unanimously agreed to the proposal on the expected new comprehensive credit line and external guarantee line of the company and its subsidiaries, and agreed that the board of directors would submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the renewal of the company’s audit institution
Tianjian Certified Public Accountants (special general partnership) has corresponding professional qualification and competence, rich experience and professional quality in the audit of listed companies. During the period of serving as the company’s audit institution, Tianjian Certified Public Accountants (special general partnership) has been diligent and conscientious, better fulfilled the responsibilities and obligations agreed by both parties, fairly and reasonably issued independent audit opinions, and the audit opinions issued for the company can objectively, fairly and truly reflect the company’s financial situation Effectiveness of operating results and internal control. The renewal procedure complies with the relevant provisions of the company law and the articles of association. Therefore, the independent directors of the company unanimously agreed that Tianjian Certified Public Accountants (special general partnership) would continue to serve as the company’s financial and internal control audit institution in 2022, and agreed that the board of directors would submit the proposal to the 2021 annual general meeting for deliberation.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
During the reporting period, the board of directors of the company continuously improved the corporate governance structure in accordance with the relevant requirements of the CSRC and the Shanghai Stock Exchange, combined with the specific changes of the internal and external environment, continuously improved the internal control system, standardized and effective internal control over holding subsidiaries, related party transactions, prevention of capital occupation, external guarantee, major investment and information disclosure, and ensured the normal operation and management of the company.
Therefore, the independent directors of the company agree that the evaluation report on the effectiveness of the company’s internal control comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
5、 Independent opinion on Directors’ remuneration
The remuneration plan of the company’s directors is determined according to the company’s remuneration management system for directors, supervisors and senior managers and in combination with the actual situation of the company’s business scale and performance, which is conducive to mobilizing the work enthusiasm of the company’s directors, encouraging the company’s directors to be loyal and diligent, conducive to the long-term development of the company, without damaging the interests of the company and shareholders, and in line with relevant national laws Regulations and the articles of association.
The company’s annual remuneration plan for 2021 was unanimously approved by the board of directors.
6、 Independent opinion on senior management compensation
The remuneration scheme of the company’s senior managers is determined according to the company’s remuneration management system for directors, supervisors and senior managers and in combination with the actual situation of the company’s business scale and performance, which is conducive to mobilizing the work enthusiasm of the company’s senior managers, encouraging the company’s senior managers to be loyal and diligent, conducive to the long-term development of the company and does not damage the interests of the company and shareholders, Comply with relevant national laws, regulations and the provisions of the articles of association.
Therefore, all independent directors unanimously agree on the remuneration plan of the company’s senior managers.
7、 Independent opinions on the selection of candidates for directors of the board of directors
The controlling shareholder of the company nominated Mr. Wu qunliang as a candidate for non independent director of the ninth board of directors of the company. After examination, Mr. Wu qunliang has the corresponding qualifications and conditions to perform his duties, and there is no situation that he is not allowed to serve as a director, supervisor or senior manager of a listed company as stipulated in the company law, nor in article 4.3.3 of the stock listing rules of Shanghai Stock Exchange, There is no case of dishonest Executees. The qualification and nomination procedures of its directors meet the requirements of relevant laws and regulations, normative documents and the provisions of the articles of association.
In conclusion, all independent directors of the company unanimously agreed to elect Mr. Wu qunliang as the candidate for non independent directors of the company, and agreed that the board of directors would submit the proposal to the 2021 annual general meeting for election.
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(there is no text on this page, which is the signature page of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) independent directors on the independent opinions of the 33rd meeting of the ninth board of directors on relevant matters) signature of independent directors:
Li Wanjun, Jiang Qingyun, Liu Jiapeng
Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) April 2, 2022
