Tianjin Tianbao Infrastructure Co.Ltd(000965) independent director
Independent opinions on matters related to the 29th meeting of the 8th board of directors, as an independent director of Tianjin Tianbao Infrastructure Co.Ltd(000965) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents of China Securities Regulatory Commission, as well as the provisions of the articles of association, Express the following independent opinions on the relevant proposals of the 29th meeting of the eighth board of directors and the matters related to the 2021 annual report of the company:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties
As of December 31, 2021, the capital transactions between the company and its related parties can strictly comply with the company law, the securities law, the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, and the capital transactions between the company and its controlling shareholders and other related parties, All belong to capital transactions formed in the normal operation process, and there is no occupation of non operating funds between the company and its controlling shareholders and related parties.
2、 Independent opinions on external guarantee
In 2021, the company can conscientiously implement the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, prudently control the external guarantee risk and strictly implement the external guarantee risk control system. All external guarantees have fulfilled the necessary review procedures in accordance with laws and regulations and the articles of association, and there are no violations of relevant provisions and no damage to the interests of minority shareholders. During the reporting period, the total amount of guarantee approved by the company was 470 million yuan, the actual amount of guarantee was 1.636 billion yuan, and the year-end guarantee balance was 1.058 billion yuan, accounting for 19.50% of the company’s latest audited net assets. The actual guarantee amount of the company and its holding subsidiaries to units other than the consolidated statements totaled 490 million yuan, and the guarantee balance at the end of the year totaled 490 million yuan, accounting for 9.03% of the company’s latest audited net assets. The company and its holding subsidiaries do not have overdue guarantees or litigation guarantees.
3、 Independent opinion on internal control evaluation report in 2021
In 2021, the company carried out internal control evaluation around reasonably ensuring the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improving operation efficiency and effect, and promoting the company to achieve the control objectives of development strategy. During the reporting period, the company revised some contents of the company’s system manual around the management objectives of specialization and refinement. Through the management and control of key business nodes, the company comprehensively tracks and evaluates the operation of the company, ensuring the comprehensiveness, systematicness and operability of the business management and control system. All internal control systems are fully and effectively implemented to ensure the orderly development of the company’s business activities.
The company’s corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control systems. At the same time, the company focuses on internal control over financial management, budget management, related party transactions, foreign investment, financing business, external guarantee, information disclosure, parent subsidiary control and other business activities, and the possible internal and external risks in all links of activities have been effectively controlled, The company’s internal financial report is legal and effective, and the company’s internal financial management information is safe and effective. No violation of the guidelines on internal control of listed companies and the company’s internal control system was found in various key activities of the company’s internal control. The internal control evaluation report of Tianjin Tianbao Infrastructure Co.Ltd(000965) 2021 issued by the company can truly reflect the actual situation of the company’s internal control.
4、 Independent opinions on profit distribution in 2021
The profit distribution plan for 2021 proposed by the company is: cash dividend distribution will not be carried out in 2021, and the remaining undistributed profits will be carried forward for annual distribution in the future. No bonus shares will be given this time, and no capital reserve will be converted into share capital.
The profit distribution plan for 2021 proposed by the company based on the actual situation complies with the relevant laws and regulations and the relevant provisions of the articles of association on profit distribution policies, and the decision-making procedure for considering profit distribution matters is legal and effective; The profit distribution plan comprehensively considers various factors such as the actual operation status of the company, the current financing environment of the industry, the demand for project development funds and future development, takes into account the sustainable development of the company, can effectively reduce financial expenses, is in line with the development strategy of the company and the interests of the company and all shareholders, and does not harm the interests of investors. Therefore, we agree to the 2021 profit distribution plan made by the board of directors and agree to submit it to the general meeting of shareholders for deliberation.
5、 Independent opinions on the expected daily connected transactions in 2022
After communicating with the company’s management and consulting relevant materials, the daily related party transactions expected by the company this year belong to the needs of normal production and operation, the related transactions are necessary, continuous and reasonable, the transaction pricing follows the principles of fairness and fairness, and the transaction amount is expected to be objective and reasonable. Among them, the company’s expected acceptance of heating services, heating metering and supporting services in 2022 is the normal expenditure of the company’s daily business activities, which is priced in full accordance with the unified charging standard of Tianjin and the unified regional standard; The company expects to provide office leasing services and property services in 2022, and the daily related party transactions receiving human resources and training services are fully priced according to the market. The above daily connected transactions are conducted on the basis of fairness, equality and mutual benefit. They are fair connected transactions without benefit transfer.
When the board of directors of the company deliberated this proposal, the related directors avoided voting, and the deliberation procedure was legal and effective, in line with the provisions of relevant laws, regulations and the articles of association. Based on the above, we believe that the company expects that the daily connected transactions in 2022 will be carried out under the principles of voluntariness and integrity, the pricing method is objective and fair, the transaction method and price comply with the market rules, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The transaction will not adversely affect the current and future financial status, production and operation of the company; Trading has no impact on the independence of listed companies; The company’s main business will not rely on or be controlled by related parties due to such transactions. We agree with the company’s expected daily related party transactions in 2022.
6、 Independent opinions on retroactive adjustment of financial data for business combinations under the same control
This time, the company retroactively adjusted the financial data of the consolidated statements because the company completed the business merger under the same control of Tianjin Tianbao Chuangyuan Real Estate Development Co., Ltd. in the first quarter of 2021.
The company retroactively adjusted the relevant financial statement data in the early stage of the business combination under the same control, which is fully based, in line with the relevant accounting treatment provisions of the accounting standards for business enterprises on business combination under the same control, objectively and truly reflects the actual operating conditions of the company, and there is no damage to the interests of the company and other shareholders, especially the interests of minority shareholders. We agree with the retroactive adjustment of the company.
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Independent director: Yan Jianwei
Yu Haisheng
Kun Zhang
