Shanying International Holdings Co.Ltd(600567) independent directors
On relevant matters of the 15th meeting of the 8th board of directors
separate opinion
As an independent director of Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as “the company”), based on the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the articles of association, and based on the position of independent judgment, we express the following independent opinions on the relevant matters considered at the 15th meeting of the eighth board of directors on the basis of careful review of relevant materials:
1、 Independent opinions on 2021 profit distribution plan
After careful review of the company’s profit distribution plan for 2021 and full understanding of the company’s financial situation and operating results in 2021, the profit distribution plan for 2021 proposed by the board of directors of the company complies with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange issued by the CSRC The requirements of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase, the articles of association and the company’s profit distribution management system are in line with the actual situation of the company, and fully consider the reasonable demands of the majority of investors, which will not affect the normal operation and long-term development of the company, nor do they damage the interests of minority shareholders. We agree to the 2021 profit distribution plan of the board of directors and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the remuneration plan for directors and senior managers of the company in 2022
The 2022 directors’ compensation plan and 2022 senior managers’ compensation plan formulated by the board of directors comply with relevant national labor management regulations and policies. The compensation is determined according to their respective work scope, completion of main responsibilities and post performance evaluation, which can play an effective incentive role and promote the realization of the company’s business objectives. We agree to the above proposal and agree to submit the 2022 annual directors’ remuneration plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the deposit and actual use of raised funds in 2021
We believe that the deposit, use and information disclosure of the company’s raised funds have been carried out in accordance with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies of China Securities Regulatory Commission, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the company’s raised funds management system, and there is no failure to be timely, true and accurate Fully disclose the storage and actual use of the raised funds, and there are no violations of the management of the raised funds.
4、 Independent opinion on internal control evaluation report in 2021
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other relevant laws and regulations such as internal control supervision requirements, after carefully reading the contents of the report, communicating with the company’s management and relevant management departments, and consulting the company’s management system, We believe that the 2021 internal control evaluation report of the company has no major defects and important defects related to internal control over financial reports and internal control over non-financial reports, and comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
5、 Independent opinions on daily connected transactions in 2022
The company expects that the daily related party transactions in 2022 are required by the company’s daily business activities. The related party transactions follow the principles of openness, fairness and impartiality. The price of related party transactions is determined through consultation with reference to the market pricing. The pricing method is fair and reasonable, and the transactions are conducive to the company’s production and operation. When the board of directors of the company deliberated on the proposal, the related directors avoided voting, and the voting procedures were in line with the provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the articles of association, and there was no situation damaging the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to the company’s proposal on the expected daily connected transactions in 2022 and agree to submit it to the company’s 2021 annual general meeting for deliberation.
6、 Independent opinion on 2022 guarantee plan
This guarantee plan is to meet the needs of financing and business performance in the business process of the company in 2022, and will not have an adverse impact on the company and its sustainable operation ability. For the subsidiaries within the scope of the company’s consolidated statements, the company has control over their daily operations, and the guarantee risk is small. Providing guarantee for their financing and business performance is in line with the actual business development needs of the company, which is conducive to improving the capital use efficiency of the subsidiaries within the scope of the consolidated statements. The deliberation procedure of this guarantee complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. We agree to the company’s 2022 annual guarantee plan and agree to submit it to the company’s 2021 annual general meeting for deliberation.
7、 Independent opinions on the development of financial derivatives investment business by the company and its holding subsidiaries
We believe that the company has formulated the internal control management system of financial derivatives investment in accordance with relevant laws and regulations. In view of the impact of foreign exchange rate fluctuations on the performance of equity holding companies and subsidiaries involved in the daily operation of financial derivatives, it is conducive to reduce the impact of foreign exchange rate fluctuations on the performance of equity holding companies. We believe that the financial derivatives investment business carried out by the company is closely related to the daily operation and management, the risk is controllable, complies with the relevant provisions of relevant laws and regulations, the review procedures are legal and compliant, and there is no situation that damages the interests of the company’s shareholders. We agree to the business and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on carrying out commodity futures hedging business
We believe that the relevant approval procedures for using our own funds to carry out commodity futures hedging business for main raw materials in the futures market comply with the relevant national laws and regulations, the articles of association and the company’s futures hedging system. The company’s commodity hedging business can effectively reduce the adverse impact of the price fluctuation of raw materials on the company’s production and operation, and there is no damage to the interests of the company and all shareholders. Therefore, we agree with the company to carry out commodity futures hedging business.
9、 Independent opinions on investment and construction of Suzhou paper project
We believe that the investment and construction of Suzhou paper project is an expansion project planned by the company on the basis of the original Anhui paper base, which will bring a total of 1.8 million tons / year of new production capacity to the company, further consolidate and enhance the company’s market position in East China, strengthen the company’s core business, optimize the company’s product structure, improve the company’s profitability and core competitiveness, and meet the requirements of relevant national and local industrial policies, In line with the company’s strategic plan to build a 10 million ton capacity layout.
The implementation period of this investment is long and has no significant impact on the current operating performance of the company. After the project is put into operation, it will further improve the market share, have a positive impact on the development of the company and meet the interests of all shareholders. We agree to the company’s investment in the construction of Suzhou paper project.
10、 Independent opinions on the extension of some investment projects with raised funds
We believe that the postponement of some raised investment projects of the company is a prudent decision made by the company according to the actual situation, which has not changed the content, total investment and construction scale of the raised investment projects, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of all shareholders, especially small and medium-sized shareholders.
The company has fulfilled the necessary decision-making procedures for the postponement of some raised investment projects, and there is no violation of the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the use of raised funds of listed companies. We agree to the extension of some raised investment projects of the company.
Independent directors: Fang guigan, Wei Xiongwen, Chen Han April 16, 2002
