Sinochem International Corporation(600500) (holding) Co., Ltd
Opinions of independent directors on matters related to the 24th Meeting of the 8th board of directors
Independent due diligence opinion
As an independent director of Sinochem International Corporation(600500) (holding) Co., Ltd. (hereinafter referred to as “the company”) in accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association of Sinochem International Corporation(600500) (holding) Co., Ltd., the working rules for independent directors of Sinochem International Corporation(600500) (holding) Co., Ltd. (hereinafter referred to as “the company”) and other relevant provisions of the CSRC With a serious and responsible attitude and based on the position of independent judgment, the independent opinions on the proposal considered at the 24th Meeting of the 8th board of directors are as follows: 1. On the company’s profit distribution plan
Since its listing, the company has always attached importance to the reasonable return to investors and is committed to maintaining the continuity and stability of profit distribution. Considering that the company is implementing important project construction, in order to seize the market development opportunity, ensure the continuous and stable operation of the company’s existing business and retain sufficient funds to meet the project construction, the company has formulated a relatively stable cash dividend scheme in line with the company’s current development. We believe that when the company formulates the profit distribution plan for 2021, the decision-making procedures are compliant and the dividend scheme is reasonable, which can meet the conditions and proportion specified in the articles of association and relevant policies, and take into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. It is agreed to submit this plan to the general meeting of shareholders of the company for deliberation.
2、 Matters concerning the amendment of the articles of association and some provisions of the rules of procedure of the board of directors of the company
The company’s amendment of some provisions of the articles of association and the rules of procedure of the board of directors is in line with the actual situation of the company, and the deliberation procedures are in line with the relevant provisions of the company law, the stock listing rules of Shanghai Stock Exchange and the articles of association, so as to better safeguard the rights and interests of investors, especially small and medium-sized investors. We agree to amend the articles of association and some provisions of the rules of procedure of the board of directors, and agree to submit them to the general meeting of shareholders for deliberation.
3、 Related party transactions
For the proposal of the company’s daily related party transactions in 2022: we believe that it follows the principles of openness, fairness and rationality, meets the needs of the company’s development, does not transfer interests, and does not damage the interests of minority shareholders and other non related shareholders. When the board of directors of the company considered related party transactions, all related directors avoided voting, and the voting procedures complied with the provisions of relevant laws and regulations and the articles of association. The independent directors agreed to the relevant proposals and agreed to submit the above-mentioned relevant proposals to the general meeting of shareholders of the company for deliberation.
4、 Matters relating to changes in relevant accounting policies
The change of accounting policy is a reasonable change made by the company in accordance with the relevant provisions of the Ministry of finance, which is in line with the relevant provisions and the actual situation of the company. The decision-making procedure is in line with the relevant laws, regulations and the articles of association. There is no situation that damages the interests of the company and all shareholders, especially the majority of small and medium-sized shareholders. We agree to the change of accounting policy of the company.
5、 Matters concerning the provision for impairment of goodwill
The company’s provision for goodwill impairment this time is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, and there is no damage to the interests of the company and all shareholders, especially minority shareholders. After the provision for impairment of goodwill is withdrawn this time, the company’s financial statements can more fairly reflect the company’s financial situation. It is agreed that the provision for impairment of goodwill is withdrawn this time and submitted to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on internal control evaluation report
The company has established a standardized and sound internal control system. All internal control systems comply with relevant national laws, regulations and the provisions and requirements of regulatory authorities, and can be effectively implemented without major defects and important defects. The 2021 internal control evaluation report of the company truly and objectively reflects the actual situation of the establishment, implementation and evaluation of the company’s internal control system.
7、 Independent opinions on the special description of related party transactions involving financial companies
1. The financial cooperation between the company and Sinochem Group Finance Co., Ltd. complies with the provisions of relevant national laws, regulations and normative documents, which can broaden financing channels, reduce the company’s financial costs, and make the pricing of deposit and loan interest rates objective and fair.
2. The independence and security of the company’s funds stored in the company in 2021 are guaranteed, there is no risk of being occupied by related parties, and there is no damage to the interests of the company and all shareholders, especially minority shareholders.
(this page is the signature page of independent directors’ independent due diligence opinions at the 24th Meeting of the 8th board of directors, with no text) signature of independent directors:
Yu Dahai, Xu Yong, Cheng Fengchao
Sinochem International Corporation(600500) (holding) Co., Ltd. April 14, 2022
