Nuode Investment Co.Ltd(600110)
Independent opinions of independent directors on matters related to the 52nd meeting of the ninth board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the standards for the governance of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the Nuode Investment Co.Ltd(600110) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents, As an independent director of Nord Investment Co., Ltd. (hereinafter referred to as ” Nuode Investment Co.Ltd(600110) ” or “the company”), we carefully reviewed the relevant matters considered at the 52nd meeting of the ninth board of directors held on April 15, 2021 with an attitude of being responsible to the company and its shareholders and the principle of seeking truth from facts. Based on our independent judgment, we express the following independent opinions:
1、 Independent opinions on the company’s 2021 profit distribution plan
The profit distribution of the company in 2021 is based on the development stage and financial situation of the company, comprehensively considering the interests of shareholders and the needs of further development of the company, in line with the objective situation of the company and the provisions of relevant laws, regulations and the articles of association. It does not harm the interests of shareholders, especially small and medium-sized shareholders, and is conducive to the sustainable and stable development of the company and the long-term interests of shareholders.
Therefore, we agree to pass the proposal and submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to take full responsibility for examining and approving the financing and guarantee matters of the company and its subsidiaries from the date of the 2021 general meeting of shareholders to the date of the 2022 general meeting of shareholders
The relevant guarantee objects of this guarantee limit are subsidiaries within the scope of the company’s consolidated statements or the company itself. The company has a full understanding and control of its business status, credit and solvency, and the risk is controllable. After verification, the operation of each guaranteed party is stable and has good solvency. The company’s expected guarantees in 2022 are conducive to meeting the company’s and its subsidiaries’ operation, investment and M & A needs in 2022. The contingent risks related to the guarantees will not affect the company’s sustainable operation ability, and there is no situation damaging the interests of the company and shareholders, especially small and medium-sized shareholders. The above guarantee amount has been reviewed and approved by more than two-thirds of the directors with effective voting rights at the meeting of the board of directors. Therefore, we agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Opinions on independent hedging business of nonferrous metals futures companies in 2021
1. The relevant approval procedures for the company to use its own funds to carry out futures hedging business comply with relevant national laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders. 2. The company carries out futures hedging business. Through the hedging hedging mechanism, it can reduce the adverse impact of product price fluctuations caused by non-ferrous metal price fluctuations on the company’s production and operation, ensure the relative stability of product prices, maintain the company’s normal production and operation activities, and improve the company’s ability to resist market fluctuations and stabilize price shocks, which is in line with the interests of the company and all shareholders.
3. The company has reviewed and approved the measures for the management of Nuode Investment Co.Ltd(600110) futures hedging, formulated specific operating procedures for the company to engage in hedging business, and implemented risk management measures by strengthening internal control.
Therefore, we agree with the company to carry out non-ferrous metal futures hedging business.
4、 Independent opinions on the company’s provision for asset impairment
The independent directors believe that the company’s provision for asset 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 company’s accounting policies, can objectively and fairly reflect the company’s financial status and operating results, help to provide investors with more authentic, reliable and accurate accounting information, and there is no situation that damages the interests of the company and all shareholders. The decision-making procedure for withdrawing the provision for asset impairment this time complies with the relevant provisions of laws, regulations and the articles of association. It is agreed that the company shall make provision for asset impairment in 2021.
5、 Independent opinions on the internal control evaluation report of the company in 2021
We believe that the company has established a relatively perfect internal control system, and all internal control systems comply with the relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies. The implementation of the internal document control system is effective, and the operation of the company is standardized and healthy. We believe that the 2021 internal control evaluation report objectively and truly reflects the construction, improvement and operation of the company’s internal control system.
6、 Independent opinions on the achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan according to the provisions of Nuode Investment Co.Ltd(600110) 2021 stock option incentive plan (Draft), the substantive conditions for the exercise of the first exercise period of some 128 incentive objects granted for the first time have been completed and meet the exercise conditions of this period. We believe that their qualification as the subject of incentive objects that can be exercised is legal and effective.
The 128 eligible incentive objects exercised their rights independently, and the number of exercise of corresponding stock options was 111045 million. The deadline of the first exercise period is April 16, 2023. When the board of directors votes on this proposal, the related directors shall withdraw, and the deliberation procedure shall comply with the relevant laws and regulations such as the company law, the securities law and the relevant provisions of the articles of association.
We believe that the relevant arrangements for the first exercise of the company comply with the relevant provisions of the management measures and the incentive plan (Draft), and there is no infringement on the interests of the company and all shareholders. We agree that the above incentive objects will implement the first exercise within the specified time. (no text below)
This page is the signature page of Nuode Investment Co.Ltd(600110) independent director’s independent opinions on matters related to the 52nd meeting of the ninth board of directors: signature of independent director:
Cai Mingxing
Chen Youchun
Guo Xinmei
April 19, 2022
