Beibu Gulf Port Co.Ltd(000582) independent director
Independent opinions on relevant deliberations of the 13th meeting of the ninth board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association, we, as independent directors of Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as the “company”), based on careful review of relevant materials and objective and independent judgment, Independent opinions on relevant proposals and related matters considered at the 13th meeting of the ninth board of directors are as follows: I. independent opinions on profit distribution and conversion of capital reserve into share capital in 2021
1. The company’s profit distribution plan for 2021 complies with the company law, the accounting standards for business enterprises, the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other regulatory documents of the CSRC, Comply with the cash dividend policy determined in the articles of association and the company’s shareholder dividend plan for the next three years (20202022).
2. The board of directors of the company fully listened to the opinions of independent directors when considering the profit distribution and the conversion of capital reserve into share capital in 2021, and the voting procedures and results of the meeting were legal and effective.
3. The company’s profit distribution plan for 2021 fully considers the reasonable return to investors and the long-term development of the company, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
To sum up, all our independent directors agreed to the company’s profit distribution and capital reserve converted into share capital in 2021, and agreed to submit it to the general meeting of shareholders for deliberation.
2、 Independent opinion on self-evaluation report of internal control in 2021
1. The evaluation scope of the company’s internal control includes the main aspects of the company’s operation and management; The identification standards of internal control defects in financial reports and non-financial reports are reasonable and in line with the company’s risk appetite; No major defects and important defects of the company’s internal control over financial reports and non-financial reports were found.
2. the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
To sum up, all of our independent directors agree that the self-evaluation report on internal control of the company is comprehensive, true and accurate, which reflects the actual situation of the company’s internal control, and agree to submit the self-evaluation report on internal control of the company in 2021 to the general meeting of shareholders for deliberation.
3、 Independent opinions on the annual salary assessment and payment scheme of the company’s senior managers in 2021
1. The company refers to the salary level of senior managers in the port industry with the same scale as the company, and determines the annual salary assessment and payment scheme of senior managers in 2021 in combination with the average salary level of senior managers at the same level in the region and the actual situation of the company.
2. This plan is conducive to improve and perfect the company’s performance appraisal system, give full play to the role of performance appraisal, and truly reflect the principle of combining responsibility, risk and income, and the unity of incentive and restraint.
3. When the board of directors of the company deliberated the proposal, the related directors who have a direct interest in the proposal have avoided voting, and the voting procedures and results of the meeting are legal and effective.
To sum up, all our independent directors agree to the annual salary assessment and payment plan of the company’s senior managers in 2021.
4、 Independent opinions on the proposed renewal of the accounting firm
1. The renewal of Zhitong Certified Public Accountants (special general partnership) is conducive to ensuring and improving the quality of the company’s audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. Zhitong Certified Public Accountants (special general partnership) has the license for securities and futures related business of Certified Public Accountants issued by the Ministry of Finance and China Securities Regulatory Commission, and has sufficient independence Professional competence and investor protection ability.
2. When the board of directors of the company deliberated this proposal, the deliberation procedures were in line with the relevant provisions of relevant laws and regulations, and the voting results were legal and valid.
To sum up, all our independent directors agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company’s financial statements and internal control in 2022, and agree to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the provision of government special bond funds and related party transactions by controlling shareholders
1. This connected transaction is in line with the actual situation of the company, and the purpose is to meet the construction needs of the company’s engineering construction projects. At the same time, the comprehensive interest rate is not higher than the market interest rate for the same period of financing from financial institutions. The pricing is fair and reasonable, which is in line with the fundamental interests of the company and does not damage the interests of listed companies and shareholders.
2. when the board of directors of the company deliberated on this related party transaction, the related directors have avoided voting, the deliberation procedures of the meeting are legal and compliant, the voting results are legal and valid, and comply with the provisions of relevant laws, regulations and the articles of association.
To sum up, all our independent directors agree that the controlling shareholders provide special government bond funds and related party transactions.
6、 Independent opinions on related party transactions involved in the signing of dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd
1. The pricing of this connected transaction is based on the bid winning price. The transaction pricing strictly follows the principles of openness, fairness, impartiality and fairness. The bidding procedures and results are open and fair, and the trading conditions are fair.
2. The decision-making procedure of this connected transaction complies with the provisions of relevant laws, administrative regulations, departmental rules and other normative documents as well as the articles of association.
3. When the board of directors of the company considered the above related party transactions, the related directors have avoided voting, the review procedure is legal and effective, and there is no damage to the legitimate interests of the company and minority shareholders.
4. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
To sum up, all our independent directors agree that the wholly-owned subsidiary of the company and Fangchenggang Zhonggang Construction Engineering Co., Ltd. sign the project construction contract, involving related party transactions, and agree to submit it to the general meeting of shareholders for deliberation.
7、 Special instructions and independent opinions on the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2021
1. During the reporting period, the occupation formed by the controlling shareholders, actual controllers and other related parties of the company and the listed company are the port operation fees and rental fees receivable from normal operation, which do not belong to the occupation of non operating funds of major shareholders and their subsidiaries in the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies (CSRC announcement [2022] No. 26) of the CSRC.
2. During the reporting period, according to the proposal on providing guarantee for debt financing of wholly-owned subsidiaries in 2021 deliberated and approved by the fifth extraordinary general meeting of shareholders in 2020, the company provided linked liability guarantee for debt financing of 7 wholly-owned subsidiaries such as Beibu Gulf Port Co.Ltd(000582) Fangchenggang wharf Co., Ltd. in 2021, with a total guarantee amount of no more than 2401.9 million yuan. According to the proposal on providing guarantee for newly added debt financing of wholly-owned subsidiaries in 2021 deliberated and approved at the first extraordinary general meeting of shareholders in 2021, the company newly provided guarantee for debt financing of four wholly-owned subsidiaries in 2021, including Guangxi Qinzhou Bonded Port Taigang Petrochemical Wharf Co., Ltd., with a total amount of newly added guarantee of no more than 1196 million yuan. After adjustment, in 2021, the company provided guarantees for 11 wholly-owned subsidiaries, with a maximum guarantee amount of no more than 3597.9 million yuan, and the remaining available guarantee amount after new addition is 3551.9 million yuan. During the reporting period, the company and its holding subsidiaries had no external guarantees other than the above guarantees, no guarantees for controlling shareholders and their related parties, no overdue guarantees and litigation guarantees.
Independent directors: Qin Jianwen, Ling bin, ye Zhifeng
April 11, 2022
