Tibet Summit Resources Co.Ltd(600338)
Independent directors’ comments on the 10th meeting of the 8th board of directors
Independent opinions on relevant proposals
As an independent director of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the guidelines for the implementation of related party transactions of listed companies and the guidelines for the self discipline supervision of listed companies No. 1 – regulations on standardized operation of listed companies issued by Shanghai Stock Exchange, etc, We express our independent opinions on the relevant proposals considered at the 10th meeting of the eighth board of directors as follows:
1、 Annual report and summary of the company in 2021
Prior to the convening of the board of directors, after meeting with the annual audit certified public accountant to communicate the preliminary audit opinions, and reviewing the adequacy of the procedures, necessary documents and materials and information that can make reasonable and accurate judgments for the convening of the board of directors, no inconsistency with the relevant provisions for the convening of the board of directors or insufficient judgment basis was found. We believe that:
The company operates in strict accordance with the company’s financial system, and the company’s 2021 annual report fairly reflects the company’s financial situation and operating results of the current year; The annual audit report of Tibet Summit Resources Co.Ltd(600338) 2021 issued by certified public accountants of Zhonghua Certified Public Accountants (special general partnership) is objective, fair and true; We guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete, promise that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
2、 2021 annual profit distribution plan of the company
After reviewing the relevant materials submitted by the company, we believe that:
In accordance with the company law, the articles of association and other relevant provisions, the plan is conducive to improving the company’s cash flow and asset quality due to the actual capital situation of the company, meets the needs of the company’s long-term development, and does not harm the interests of all shareholders, especially minority shareholders.
We agree to this proposal and submit it to the general meeting of shareholders of the company for deliberation.
3、 Self evaluation report on internal control of the company in 2021
After reviewing the relevant materials submitted by the company, we believe that:
In accordance with the basic norms of enterprise internal control and the guidelines on internal control of listed companies and other relevant provisions, the company evaluated the establishment and improvement of the company’s internal control system in 2021, the implementation and the effectiveness of internal control, and issued the 2021 internal control evaluation report. As an independent director, we believe that the internal control evaluation report prepared by the company conforms to the actual situation of the company’s internal control and truly and objectively reflects the current construction of the company’s internal control system, the implementation and supervision of the internal control system
4、 Proposal on change of accounting policies of the company
After reviewing the relevant materials submitted by the company, we believe that:
This change of accounting policy is made by the company in accordance with the requirements of the latest revised accounting standards of the Ministry of finance. The decision-making procedure of the change complies with the provisions of relevant laws, regulations and the articles of association, and does not damage the rights and interests of the company and minority shareholders.
We agree with the change of the company’s accounting policies.
5、 Proposal on the company’s expected daily related party transactions in 2022
After review, we believe that:
1. It is estimated that the daily related party transactions in 2022 will occur due to the needs of the company’s normal production and operation. The price of the related party transactions between the company and related parties is determined fairly and reasonably based on the fair market price and transaction conditions, without damaging the interests of the company and the interests of Guangda, Dazhong and minority shareholders;
2. It is estimated that the daily related party transactions in 2022 comply with the principles of fairness, openness and impartiality. The related parties enjoy their rights and perform their obligations in accordance with the contract, and there is no transfer of interests through related party transactions. No negative impact on the company’s future financial situation, operating results and independence;
3. The above matters have been deliberated and adopted at the 10th meeting of the 8th board of directors of the company. When the board of directors considered the relevant proposals, the related directors withdrew according to law during the voting process. The convening procedures and voting procedures of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
We agree that the company expects daily related party transactions in 2022.
6、 Proposal on related party transactions of borrowing from controlling shareholders
After review, we believe that:
1. The related party transactions under consideration are conducted on the basis of consensus between the related parties. The company borrows from Xinjiang Tacheng International Resources Co., Ltd., the controlling shareholder of the company, and Shanghai Haicheng resources (Group) Co., Ltd. (also the indirect controlling shareholder of Tacheng International), which is directly controlled by the actual controller, can alleviate the shortage of short-term RMB working capital of the company, is conducive to maintaining the normal operation of the company, is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
2. The above matters have been deliberated and adopted at the 10th meeting of the 8th board of directors of the company. When the board of directors considered the relevant proposals, the related directors withdrew according to law during the voting process. The convening procedures and voting procedures of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
We agree to the proposal on related party transactions of borrowing from controlling shareholders and submit it to the general meeting of shareholders of the company for deliberation.
1、 Proposal on the remuneration standard of senior managers of the company in 2022
After reviewing the relevant materials submitted by the company, we believe that:
Relevant salary standards are important for maintaining an effective internal incentive mechanism, encouraging the management to overcome difficulties, forge ahead, and lead the realization of the company’s tasks and objectives; Attract, motivate and retain high-quality talents, continuously enrich and improve the talent structure, support and improve the company’s business performance and competitiveness, and realize the leapfrog development goal of the company’s “three-year goal and five-year plan”. We agree to determine the salary standard of senior managers of the company according to this salary standard. 2、 Proposal on providing guarantee amount for wholly-owned subsidiaries in 2022
After review, we believe that the relevant materials submitted by the company:
1. The company provides a guarantee for the wholly-owned subsidiary Tazhong Mining Co., Ltd. with a total amount of no more than 1 billion yuan for its external financing and other related businesses, which is conducive to the production and operation of Tazhong mining and is in the interests of the company and all shareholders.
2. Tazhong mining is a wholly-owned subsidiary of the company. Its assets are in good condition and its operation is becoming more and more stable. It has sufficient repayment ability for its historical arrears, and the company can effectively control its operation and management risks.
3. The review procedure of this guarantee complies with the relevant provisions of laws and regulations such as the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the company’s external guarantee management system, and there is no situation that damages the interests of the company and other shareholders, especially the medium and small shareholders.
4. Agree to the proposal of providing guarantee amount for wholly-owned subsidiaries in 2022 and submit it to the general meeting of shareholders of the company for deliberation.
Independent director: Liu Fanglai, Hu Yuechuan, Li Bingxin April 18, 2022
