Independent directors’ comments on the 9th meeting of the 8th board of directors of the company
Independent opinions on relevant proposals
As an independent director of Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. (hereinafter referred to as “the company”), we are responsible to the company and all shareholders and based on personal independent judgment in accordance with the rules for independent directors of listed companies, guidelines for governance of listed companies and other laws and regulations of the China Securities Regulatory Commission, as well as the articles of association, Having carefully reviewed the relevant proposals of the 9th meeting of the 8th board of directors of the company, we hereby express the following independent opinions:
1、 Proposal on employing domestic audit accounting firms in 2022
With the review and approval of the audit committee of the board of directors, the board of directors of the company hired Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 and provided relevant services in accordance with the relevant provisions of the company law, the articles of association and past business cooperation. Through the review of relevant materials, we believe that:
In the process of providing audit services for the company, Ernst & Young Huaming Certified Public Accountants (special general partnership) strictly abides by the independent, objective and fair practice standards, makes audit on the company’s financial status, operating results and cash flow, seeks truth from facts, and the audit report issued is objective and true, meets the work requirements of the company’s financial audit, and can effectively safeguard the interests of shareholders of listed companies.
Agree to continue to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and agree to submit it to the general meeting of shareholders for deliberation.
2、 Proposal on reviewing the 2021 profit distribution plan of the company
The annual profit distribution plan of the company in 2021 is: Based on the total share capital registered on the date of equity distribution, the company will distribute cash dividends of RMB 0.5 (including tax) to all shareholders for every 10 shares according to the undistributed profits as of December 31, 2021. Based on the total share capital of 5268353501 shares as of December 31, 2021, the cash dividend is expected to be RMB 26341767505. The company will not give bonus shares this year and will not convert capital reserve into share capital.
The plan comprehensively considers the company’s business development needs, profitability, capital needs and other factors, takes into account the reasonable needs of shareholders’ returns, and allows all shareholders to share the operating results of the company’s growth. The plan complies with the requirements of laws and regulations such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association, the actual operation and financial status of the company, and the long-term interests of the company and shareholders. After review, we agree to this profit distribution plan and submit this proposal to the general meeting of shareholders for deliberation.
3、 Proposal on reviewing the 2021 annual internal control evaluation report of the company
The company’s internal control system complies with relevant laws and regulations of China and the requirements of securities regulatory authorities. In 2021, the company further improved the internal control system in accordance with the basic norms of enterprise internal control and its supporting guidelines. With the joint efforts of the leadership of the board of directors and all employees, the company’s internal control has been continuously developed and improved, forming a standardized management system. The company has conducted self-evaluation on the effectiveness of internal control in 2021 and believes that as of December 31, 2021, the company’s internal control system is sound and effective. We believe that the internal control evaluation report issued by the company objectively and comprehensively reflects the actual situation of the construction and implementation of the company’s internal control system. The internal control system generally meets the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, and there are no major defects. We all agreed on the motion.
4、 Proposal on reviewing and signing the framework agreement on daily related party transactions in 20222024
The board of directors of the company has submitted the related party transaction information related to the proposal on considering and signing the framework agreement on daily related party transactions for 20222024 to us in advance. After careful review, we hereby express the following opinions on the matter: the voting procedure of the proposal is legal and fair and in line with the provisions of relevant laws, regulations and normative documents. At the same time, the proposal follows the principles of fairness, impartiality and fairness, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders.
We agree to the proposal on reviewing and signing the framework agreement on daily related party transactions in 20222024 and submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Proposal on reviewing the remuneration of directors and senior managers of the company in 2021
The remuneration of the directors and senior managers of the company in 2021 is formulated in strict accordance with the relevant systems of the company. The determination of remuneration is combined with the operation of the company, taking into account the evaluation of the integrity, responsibility and diligence of the directors and senior managers, which is conducive to the long-term development of the company and does not damage the interests of the company and shareholders.
We agree to this proposal and submit it to the general meeting of shareholders for deliberation.
6、 Proposal on reviewing the continuous risk assessment report of CCCC Finance Co., Ltd
As a non bank financial institution, the business scope, business process and internal risk control system of CCCC Finance Co., Ltd. are strictly supervised by the China Banking and Insurance Regulatory Commission, and there is no damage to the rights and interests of the company and minority shareholders. We have not found any major defects in the risk management of CCCC Finance Co., Ltd. the risks of the related deposit and loan business between the company and CCCC Finance Co., Ltd. are controllable, and the risk assessment report is objective and fair. At the same time, the procedures for the deliberation and voting of the above proposals by the board of directors are legal and in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. Therefore, we agree to this motion.
Independent directors of Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd.: Zhao Zhanbo, Bai Yunxia, Zhang Hua, Sheng leiming April 13, 2022
