Changchai Company Limited(000570) independent directors about
Independent opinions on relevant proposals and major issues issued at the 12th meeting of the ninth session of the board of directors
As an independent director of Changchai Company Limited(000570) (hereinafter referred to as “the company”), based on the independent, objective and impartial judgment position, I hereby express the following independent opinions on the relevant matters considered at the 12th meeting of the 9th board of directors of the company in accordance with the company law, securities law, rules for independent directors of listed companies and other laws and regulations, normative documents, articles of association and other relevant provisions:
1、 Independent opinions on the company’s profit distribution plan in 2021
The board of directors plans to distribute a cash dividend of RMB 0.26 (including tax) for every 10 shares to all shareholders based on the total share capital of 705692507 shares on December 31, 2021, with a total cash distribution of RMB 1834800518. No bonus shares will be given and no capital reserve will be converted into share capital. If the total number of shares that can participate in the distribution changes from the announcement of the distribution plan to the implementation, the distribution proportion will be adjusted accordingly according to the principle that the total amount of cash dividends remains unchanged. In line with the profit distribution policy stipulated in the articles of association and the actual situation of the company, it is agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinion on the renewal of the financial audit and internal control audit institution in 2022. In 2021, the financial audit report and internal control audit report issued by notarial Tianye Certified Public Accountants (special general partnership) (hereinafter referred to as “notarial Tianye”) for the company objectively and fairly reflected the financial status and internal control operation of the company, Agree to renew the appointment of notary Tianye as the company’s financial audit institution and internal control audit institution in 2022, and submit it to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinions on Amending the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and independent director system
According to the amendments of the company law of the people’s Republic of China and other regulations, the modification of the above system can better provide guidance and basis for listed companies, help investors understand the company system and better safeguard the interests of investors. It is agreed to submit the proposal to the 2021 annual general meeting of the company for deliberation.
4、 Independent opinions on the special report on the storage and use of raised funds in 2021 the special report on the storage and use of raised funds in 2021 truly and objectively reflects the storage and use of the company’s raised funds in 2021. The storage and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, There are no irregularities in the deposit and use of raised funds.
5、 Independent opinion on self-evaluation report of internal control in 2021
During the reporting period, various internal control systems of the company 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 holding subsidiaries, major investments and information disclosure is strict, sufficient and effective, ensuring the normal operation and management of the company, which is reasonable, complete and effective. 6、 Independent opinions on the provision for credit impairment and asset impairment
The company’s provision for impairment this time has sufficient basis, legal procedures, complies with the provisions of the accounting standards for business enterprises and the company’s accounting policies, can truly and accurately reflect the company’s asset status and operating results, and there is no situation that damages the interests of minority shareholders of the company.
7、 Special instructions and independent opinions on the company’s accumulated and current external guarantees and the funds occupied by related parties
1. During the reporting period, the company only provided guarantee for the credit of 20 million yuan applied by the holding subsidiary Changzhou Changchai Housheng Agricultural Equipment Co., Ltd. to the bank, and there was no other guarantee for the controlling shareholder, other related parties holding less than 50% of the shares, any unincorporated unit or individual.
2. There is no abnormal occupation of the company’s funds by controlling shareholders and other related parties Changchai Company Limited(000570) independent director
Xing min
Wang Manchang
Yan Zhang
April 11, 2022
