China Hainan Rubber Industry Group Co.Ltd(601118)
Independent opinions of independent directors on some proposals of the 8th meeting of the 6th board of directors in accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, articles of association, working system of independent directors and other relevant provisions, we, as independent directors of China Hainan Rubber Industry Group Co.Ltd(601118) (hereinafter referred to as "the company"), are responsible to the company and all shareholders, In accordance with the principle of seeking truth from facts, we hereby express independent opinions on the following matters at the eighth meeting of the sixth board of directors of China Hainan Rubber Industry Group Co.Ltd(601118) the board of directors:
1、 Report on internal control evaluation in 2021
After reviewing the internal control evaluation report of China Hainan Rubber Industry Group Co.Ltd(601118) 2021, we believe that the internal control evaluation report of the company in 2021 comprehensively, truly and accurately reflects the situation of the company's internal control in system construction, implementation, inspection and supervision, and is in line with the actual situation of the company's internal control. We agree to the motion.
2、 About the salary of senior executives in 2021 and the salary plan in 2022
After reviewing the China Hainan Rubber Industry Group Co.Ltd(601118) proposal on the remuneration of senior executives in 2021 and the remuneration scheme in 2022, we believe that the remuneration of senior executives in 2021 is strictly implemented by the company's remuneration management system, assessed according to various assessment indicators and distributed according to the specified procedures; The salary plan for 2022 is formulated according to the salary level of the company's industry and region and in combination with the actual situation of the company, which is conducive to mobilizing the enthusiasm of the company's senior managers and the long-term development of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the motion.
3、 Special report on the deposit and actual use of raised funds in 2021
After reviewing the special report on the deposit and actual use of raised funds in China Hainan Rubber Industry Group Co.Ltd(601118) 2021, we believe that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations in the deposit and use of raised funds. We agree to the motion.
4、 About the profit distribution plan of 2021
After reviewing the profit distribution plan for China Hainan Rubber Industry Group Co.Ltd(601118) 2021, we believe that the profit distribution plan proposed by the company comprehensively considers the company's financial situation and future development capital needs, meets the relevant provisions of the articles of association, is conducive to the implementation of the company's future business plan and does not harm the interests of the company and shareholders. We agree to the motion.
5、 Provision for asset impairment in 2021
After reviewing the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) withdrawing the provision for asset impairment in 2021, we believe that the withdrawal of the provision for asset impairment based on the principle of prudence is in line with the accounting standards for business enterprises and relevant regulations of the company, has sufficient basis, can objectively and fairly reflect the financial status of the company, and the decision-making process is legal and effective without damaging the interests of the company and shareholders. We agree to the motion.
6、 Risk assessment report of Hainan Nongken Group Finance Co., Ltd
We reviewed the risk assessment report of Hainan Nongken Group Finance Co., Ltd. on providing financial services for the company in 2021, and believed that as a non bank financial institution, the financial company's business scope, business content and process, internal risk control system and other measures are strictly supervised by the CBRC, and there is no damage to the rights and interests of the company and minority shareholders. The financial services carried out by the finance company to the company are normal commercial services, and the related deposits and other financial services between the company and the finance company are fair and reasonable. The risk assessment report of the financial company fully reflects the business qualification, business and risk status of the financial company. Under the above risk control conditions, the finance company is agreed to provide relevant financial services to the company and its subordinate member enterprises.
7、 Expected events of daily related party transactions in 2022
We reviewed the proposal on the estimation of daily related party transactions in China Hainan Rubber Industry Group Co.Ltd(601118) 2022 and believed that the daily related party transactions between the company and related parties in 2022 are required by the company's daily production and operation activities. The company and related parties negotiated and determined the transaction price with reference to the market price, followed the principles of fairness, impartiality, voluntariness and integrity, and was conducive to the development of the company's daily business, In line with the interests of the company and all shareholders, there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the independence of the company. The related directors of this proposal avoided voting and the deliberation procedure was legal and compliant. We agree to the motion.
8、 About providing guarantee for subsidiaries in 2022
We reviewed the proposal of China Hainan Rubber Industry Group Co.Ltd(601118) 2022 to provide financing guarantee for subsidiaries, and believed that the company's guarantee for subsidiaries in 2022 was required by the company's daily operation and development, and the decision-making procedure was legal and effective. After deliberation and approval by more than two-thirds of the directors present at the board of directors, it did not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the motion.
9、 Matters concerning the proposed signing of the financial services agreement and related party transactions
Hainan Nongken Group Finance Co., Ltd. is a normative non bank financial institution approved by Bank Of China Limited(601988) industry supervision and Administration Commission. The financial company provides financial services for the company and its subordinate member enterprises within its business scope in accordance with the financial service agreement, which complies with the provisions of relevant national laws and regulations. The financial services agreement to be signed by both parties follows the principle of equality and voluntariness, and the pricing principle is fair. There is no situation that damages the interests of the company and minority shareholders. This matter is conducive to improving capital income and capital operation ability. When the board of directors of the company deliberates this proposal, the related directors withdraw from voting, and the deliberation procedure is legal and effective, in line with the provisions of relevant laws, regulations and the articles of association. We agree to the motion.
10、 Changes in accounting policies
This accounting policy change is a corresponding change made in accordance with the relevant provisions of the Ministry of finance; The implementation of the changed accounting policies can objectively and fairly reflect the financial status and operating results of the company, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders; The resolution procedure complies with relevant laws, regulations and the articles of association. In conclusion, we agree with the change of accounting policies of the company.
11、 Matters on carrying out futures hedging business in 2022
The company's futures hedging business in 2022 is conducive to effectively prevent market risks, hedge spot costs and promote its long-term and steady development. The company has established a relatively perfect system related to futures hedging business and formed a relatively complete risk management system. The relevant approval procedures of the hedging business comply with relevant national laws, regulations and the articles of association. We agree to the matter.
12、 On the achievement of performance commitments of R1 company, the target enterprise of major asset restructuring, and the impairment test results at the expiration of the commitment period
After verification, we believe that the company has fulfilled the review and confirmation procedures for the realization of performance commitments and the asset impairment test at the expiration of the commitment period in accordance with the relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the performance compensation agreement signed with the performance commitment party. Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the audit institution employed by the company, has the professional qualification to engage in relevant work, practices independently and prudently, abides by professional ethics, and has fully understood the background of this special audit. The report issued by it fairly reflects the realization of the performance commitment and impairment test of the assets purchased in the company's major asset restructuring. The deliberation and decision-making procedures of the board of directors comply with relevant laws, regulations, rules, rules and the articles of association, and there is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree to the motion.
Independent directors: Chen Lijing, Wang Zeying, Lin Weifu and Zhang Sheng April 7, 2022
