Bank Of Shanghai Co.Ltd(601229)
Independent opinions of independent directors
In accordance with the relevant provisions of the company law, the code for corporate governance of banking and insurance institutions, the rules for independent directors of listed companies and the Bank Of Shanghai Co.Ltd(601229) articles of Association (hereinafter referred to as the articles of association), we, as independent directors of Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as the company), based on the principles of openness, impartiality and objectivity, express independent opinions on relevant major matters of the company as follows:
1、 Independent opinions on 2021 profit distribution plan
We believe that the company’s profit distribution plan for 2021 complies with the provisions on profit distribution in relevant laws and regulations such as the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the articles of Association of the company, maintains a steady and sustainable dividend policy, and meets the requirements of the company’s sustainable operation and long-term development, It also takes into account the requirements of investors to share the company’s operating results and obtain reasonable return on investment.
We agree to the profit distribution plan for 2021 and agree to submit it to the general meeting of shareholders for deliberation. 2、 Independent opinion on hiring external auditors in 2022
According to the known information, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) complies with the regulatory provisions in terms of professional competence, investor protection, integrity and independence. The decision-making procedure of renewing the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s external audit institution in 2022 complies with relevant laws and regulations and the relevant provisions of the articles of association, and agrees to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
3、 Independent opinion on internal control evaluation report in 2021
The company has established a relatively perfect internal control system in accordance with the basic norms of enterprise internal control and the guidelines for internal control of commercial banks. On the benchmark date of the internal control evaluation report, no major defects in the company’s internal control over financial reports and non-financial reports have been found.
We believe that the internal control evaluation report of Bank Of Shanghai Co.Ltd(601229) 2021 is in line with the actual situation of the company’s internal control.
4、 Independent opinions on the management measures of directors’ remuneration
The measures for the administration of Bank Of Shanghai Co.Ltd(601229) directors’ remuneration comply with the company law, the code for corporate governance of banking and insurance institutions, the articles of association and other relevant provisions. The formulation of the measures is conducive to improving the company’s remuneration management system and improving the incentive and restraint mechanism of directors. It is agreed to submit the measures to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the change of directors
As an independent director candidate, Mr. Dong Yu’s qualification, nomination, appointment and removal procedures comply with the relevant provisions of laws and regulations and the articles of association. Agree to nominate Mr. Dong Yu as the candidate for independent director of the company and submit it to the general meeting of shareholders for election.
6、 Special instructions and independent opinions on the company’s external guarantee
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and relevant regulations of Shanghai Stock Exchange, we have carefully checked the external guarantees of the company in 2021 in a fair, fair and objective manner. It is verified that the guarantee business carried out by the company is approved by the people’s Bank of China and the Bank Of China Limited(601988) industry supervision and administration authority and belongs to one of the routine businesses within the normal business scope of the bank. The company attaches importance to the risk management of the guarantee business. According to the risk characteristics of the business, the company formulates and strictly implements the relevant operation procedures and approval procedures, so that the risk of the guarantee business can be effectively controlled. During the reporting period, the business of the company operated normally. Except for this business, there are no other major guarantee matters that need to be disclosed Bank Of Shanghai Co.Ltd(601229) independent directors Li Zhengqiang, Yang Dehong, sun Zheng, Xiao Wei, Xue Yunkui and Gong Fangxiong April 21, 2022
