Datang Huayin Electric Power Co.Ltd(600744) : Datang Huayin Electric Power Co.Ltd(600744) board of directors’ opinions on independent directors at the 3rd meeting in 2022. As an independent director of the company, we have reviewed the relevant proposals of the 3rd meeting of the board of directors in 2022 and hereby express the following independent opinions:
1、 Special instructions and independent opinions on the external guarantee of the company.
According to the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (revised version on December 7, 2017) issued by the CSRC, the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) jointly issued by the CSRC and the CBRC, and the notice on doing a good job in the disclosure of 2021 annual report of listed companies on the main board issued by the Shanghai Stock Exchange and its memorandum, We investigated the external guarantee of the company:
1. On August 19, 2015, the company signed a guarantee contract with the number of “gyxyz 2015 (project) No. 0003” for the syndicated loan contract signed by Datang Huayin Youxian Energy Co., Ltd. (hereinafter referred to as “Youneng company”) on March 25, 2015, with the guarantee amount of 1.86 billion yuan. As of December 31, 2021, the actual amount of guarantee is 651 million yuan.
As of December 31, 2021, the proposal on financing contract of affiliated companies that has not been signed by the shareholders’ meeting on December 31, 2022 is not approved, and the amount of guarantee that can be provided by affiliated companies for the third meeting of the board of directors is not more than RMB 26 million.
3. The decision-making procedures of the company’s external guarantee comply with relevant laws, regulations, rules and the articles of association. The above guarantee matters have been disclosed in China Securities News and Shanghai Securities News. The information disclosure is complete and fully reveals the risks of external guarantee. 2、 Proposal on profit distribution of the company in 2021 and conversion of reserve fund into share capital
After reviewing this proposal, we believe that the company will not make profit distribution or convert provident fund into share capital in 2021, which is in line with the actual financial situation of the company in 2021. We agree to this proposal and agree to submit it to the board of directors and the general meeting of shareholders for deliberation.
3、 Datang Huayin Electric Power Co.Ltd(600744) proposal on daily connected transactions in 2022
The company’s prediction of the amount of connected transactions is reasonable, the decision-making procedures comply with relevant regulations, and the information disclosure is sufficient, which is in line with the interests of the company and all shareholders. We recognize related party transactions and the forecast of their amount, and agree to submit this proposal to the board of directors and the general meeting of shareholders for deliberation. 4、 Proposal on the company’s re employment of Tianzhi International Certified Public Accountants (special general partnership) and payment of audit fees in 2021
After reviewing this proposal, we believe that Tianzhi International Certified Public Accountants (special general partnership) has the ability to provide audit and other services for the company. We agree to this proposal and agree to submit it to the board of directors and the general meeting of shareholders for deliberation.
5、 Proposal on changes in accounting policies and accounting estimates of the company
The accounting policy change of the company is a reasonable change made by the company according to the regulations and requirements of the Ministry of finance. The changed accounting policy complies with relevant regulations and the actual situation of the company; This accounting estimate change can more appropriately reflect the fair value of the assets held by the company and provide more reliable and relevant accounting information. The changes of the company’s accounting policies and accounting estimates do not harm the interests of the company and shareholders, especially the interests of minority shareholders. The decision-making procedures comply with the relevant provisions of relevant laws and regulations. We agree to the changes in accounting policies and accounting estimates.
6、 Risk assessment report of the company on China Datang Group Finance Co., Ltd
After reviewing this proposal and in combination with the special statement of the accounting firm on the related party transactions involving China Datang Group Finance Co., Ltd. (hereinafter referred to as the finance company), we believe that the related party transactions between the company and the finance company in 2021 are based on the needs of the company’s normal business activities and development, follow the principles of fairness, voluntariness and integrity, and there is no situation affecting the company’s capital independence and security, There is no occupation by related parties or damage to the interests of the company and minority shareholders.
