Yintai Gold Co.Ltd(000975) independent director
Independent opinions on relevant matters
Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”) the 12th meeting of the 8th board of directors was held on April 8, 2022. As independent directors of the company, we attended the meeting. According to the relevant provisions of the rules for independent directors of listed companies, the guidelines for the governance of listed companies and the articles of association, we carefully read the relevant meeting materials and had a detailed understanding of the relevant situation. Based on the independent position and judgment and the attitude of being responsible to the company and all shareholders, after discussion, the following independent opinions are expressed on the proposals considered at this meeting:
1、 Independent opinions on the company’s profit distribution plan in 2021
We believe that the company’s distribution plan comprehensively considers the characteristics of the industry, development stage, its own business model, profitability and reasonable return of shareholders. The proportion of cash dividends conforms to the provisions of relevant documents of China Securities Regulatory Commission and the articles of association, and conforms to the overall interests of the company and the interests of shareholders of the company, especially small and medium-sized shareholders. We agree to submit the profit distribution plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company’s external guarantee and the special explanation of the company’s funds occupied by controlling shareholders and other related parties
As an independent director of the company, we have carefully checked the company’s external guarantees and the funds occupied by controlling shareholders and other related parties in accordance with the provisions of the CSRC’s guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies. We believe that:
1. Funds occupied by controlling shareholders and other related parties
During the reporting period, the capital transactions between the company and related parties were normal operating capital transactions, and there was no occupation of the company’s funds by controlling shareholders and other related parties.
2. External guarantee
During the reporting period, the company did not provide guarantees for controlling shareholders and other related parties.
During the reporting period, the company’s external guarantees were provided to wholly-owned subsidiaries and holding subsidiaries, and the actual amount was 1202139700 yuan, accounting for 11.49% of the audited net assets attributable to the parent company at the end of the reporting period. As of the end of the reporting period, the outstanding guarantee amount was 9222397 million yuan, accounting for 8.81% of the audited net assets attributable to the parent company at the end of the reporting period.
The company has no overdue guarantee, external guarantee involving litigation, or loss due to the judgment of losing the guarantee. The company has established a perfect external guarantee risk control system; During the implementation of the above guarantees, the necessary review procedures have been performed in strict accordance with the company law and other laws and regulations, the articles of association and other relevant provisions.
To sum up, we believe that the company does not violate the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies.
3、 Independent opinions on the self-evaluation of the company’s internal control
Through the understanding of the company’s current internal control system and its implementation, we believe that the company’s internal control system is relatively complete. The company’s existing internal control system has basically covered all levels and links of the company’s operation, formed a standardized management system, and met the requirements of relevant national laws, regulations and regulatory authorities.
The key activities of the company’s internal control are carried out in accordance with the provisions of the company’s internal control systems. The company’s internal control over related party transactions, external guarantees, major investments and information disclosure is strict, sufficient and effective, ensuring the normal operation and management of the company, with rationality, integrity and effectiveness.
To sum up, we believe that the self-evaluation of the company’s internal control is comprehensive, true and accurate, which reflects the actual situation of the company’s internal control.
4、 Independent opinions on the remuneration of senior managers of the company
The salary of the company’s senior managers is formulated according to the salary level of the company’s industry and scale and in combination with the actual operation of the company. It can effectively stimulate the work enthusiasm and initiative of the senior managers, which is conducive to the operation and development of the company and does not damage the interests of the company and shareholders. The procedures for determining the remuneration of senior executives of the company comply with the provisions of relevant laws, regulations and the articles of association.
5、 Independent opinions on the company and its holding subsidiaries using their own idle funds for entrusted financial management and other investments
The company and its holding subsidiaries use their own idle funds to purchase fixed income or low-risk financial products through banks or securities companies for treasury bond reverse repurchase and monetary fund investment, which comply with the provisions of relevant laws and regulations, and the approval procedure is legal. The company will strengthen risk control, effectively prevent investment risks and ensure the safety of the company’s funds in accordance with the provisions of the entrusted financial management measures and the investment management system. The above investment is conducive to improving the efficiency of capital use and increasing the income of cash assets, will not affect the normal operation of the company, and will not damage the interests of minority shareholders.
6、 Independent opinions on the derivative investment business of the company’s holding subsidiaries
1. The holding subsidiaries of the company use the derivatives market to carry out derivatives investment business, which can effectively use the hedging and hedging functions of the derivatives market, reasonably reduce the adverse impact of the company and its holding subsidiaries on the company’s operation due to price fluctuations in the production of products and metal trade, effectively control the company’s operating risks and obtain extended benefits from bulk commodity trading;
2. The company has established relatively perfect management system for derivative investment business and management system for hedging business, forming a relatively complete risk management system;
3. The relevant approval procedures of the derivatives investment business comply with relevant laws, regulations and the articles of association.
To sum up, we agree that the company’s holding subsidiaries carry out derivatives investment business.
Independent directors: Wang Yaping, Cui Jin, Zhang Da April 8, 2022
