China National Complete Plant Import And Export Co.Ltd(000151) independent directors’ opinions
In accordance with the guidance on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the guidelines for the standardized operation of listed companies issued by Shenzhen Stock Exchange, the articles of association and other relevant provisions, we are the independent directors of China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as the “company”), The company reviewed the capital transactions and external guarantees of related parties in 2021 and relevant matters considered at the 28th meeting of the eighth board of directors, and issued independent opinions as follows:
1、 In 2021, the company’s related parties occupied the company’s funds and external guarantees in accordance with the spirit of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (hereinafter referred to as “No. 56 document”) and the notice on regulating the external guarantees of listed companies (hereinafter referred to as “No. 120 document”) issued by China Securities Regulatory Commission (CSRC [2005] No. 120 document), Based on the attitude of seeking truth from facts, we have carefully and responsibly checked the funds occupied by the company’s related parties and external guarantees. The relevant explanations and opinions are as follows:
1. During the reporting period, the company has no external guarantee.
2. During the reporting period, according to relevant regulations and our careful verification, the company did not have any non operating occupation of the company’s funds by controlling shareholders and other related parties. To sum up, we believe that the company has safeguarded the interests of the majority of investors in strict accordance with the requirements of Document No. 56 and Document No. 120 and the relevant provisions of the articles of association.
2、 2021 profit distribution plan of the company
After review, in view of the negative actual distributable profits of the parent company in 2021, combined with the actual business development needs of the company, in order to ensure the sustainable, stable and healthy development of the company and better safeguard the long-term interests of all shareholders, the company’s plan for non distribution of profits in 2021 is in line with the actual situation of the company and the provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the CSRC, There is no situation that damages the rights and interests of minority shareholders.
3、 The company’s daily execution of related party transactions in 2021 and the forecast of related party transactions in 2022
1. The implementation of the company’s daily connected transactions in 2021 was normal, and the decision-making and performance procedures did not violate the provisions of relevant national laws and regulations;
2. The company’s estimated related party transactions in 2022 are necessary;
3. The pricing of related party transactions is fair, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders;
4. The implementation of related party transactions is conducive to the sustainable and sound development of the company.
4、 Internal control evaluation report of the company
In accordance with the provisions of laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, the basic norms of enterprise internal control and its supporting guidelines, and based on the information provided by the company, after checking the company’s internal control evaluation report in 2021, our opinions are as follows:
According to the requirements of laws, administrative regulations and departmental rules, the internal control system has legitimacy, rationality and effectiveness.
2. The internal control evaluation report of the company meets the requirements of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and relevant laws, regulations and normative documents, truly and accurately reflects the current situation of the company’s internal control, and there are no false records, misleading statements or major omissions. The overall evaluation of the company’s internal control in the company’s internal control evaluation report is objective and true. As an independent director of the company, we agree with the company’s 2021 internal control evaluation report.
5、 Proposal on 2021 annual performance appraisal of the company’s senior managers the performance appraisal methods, procedures and contents of the company’s senior managers in 2021 comply with the provisions of the articles of association and the performance appraisal management system, and the appraisal results are objective, fair and reasonable. As an independent director of the company, we agree to the proposal of 2021 annual performance appraisal of senior managers of the company.
6、 Proposal on the adjustment of internal audit expenses and final accounts in 2022
1. In 2021, Singapore Yade Co., Ltd. was included in the scope of the company’s consolidated statements, the scope of audit work was increased, and the original audit fees could not meet the requirements of audit work. In combination with the actual work of zhongxinghua Certified Public Accountants (special general partnership), the audit fee of 2021 is adjusted and increased by 300000 yuan, including the audit fee of financial final accounts in 2021 from 500000 yuan to 700000 yuan, and the audit fee of internal control from 200000 yuan
2. Zhongxinghua Certified Public Accountants (special general partnership) is an audit institution with securities qualification. It has many years of experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial final accounts and internal control audit, and has sufficient independence, professional competence and investor protection ability, which is conducive to ensuring and improving the quality of audit work of listed companies.
The above matters are in line with the actual situation of the company, the review procedures are in line with the provisions of the company law and the articles of association, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to adjust the audit fees of financial statements and internal control in 2021, and renew the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the audit institution of financial statements and internal control in 2022. The audit fees of financial statements and internal control in 2022 are 700000 yuan and 300000 yuan respectively.
7、 Proposal on loan management of subsidiaries of International Finance Holding Co., Ltd
In order to ensure the normal development of the company’s business, Yucheng international, the holding subsidiary of the company, plans to apply for a working capital loan of no more than US $65 million from Rongshi International Asset Management Co., Ltd. in 2022, and the loan interest rate shall be determined by both parties through negotiation. The above connected transactions are conducive to the business development of the company, will not affect the independence of the company, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
8、 Proposal on carrying out forward foreign exchange settlement and sales business
1. The company’s long-term foreign exchange settlement and sales business has fulfilled relevant approval procedures and complies with relevant national laws and regulations and the relevant provisions of the articles of association, which is conducive to reducing the company’s business risks and avoiding and preventing the risk of exchange rate fluctuations.
2. The company’s long-term foreign exchange settlement and sales business is carried out in combination with the company’s business needs. It is necessary to avoid and prevent the risk of exchange rate fluctuation and ensure the normal operating profit.
3. The company has established the management measures for long-term foreign exchange settlement and sales business, which clearly stipulates the operation, approval authority, management and internal operation process, internal risk reporting system and risk handling procedures of long-term foreign exchange settlement and sales business, and the risk control measures taken are feasible.
9、 Proposal on adding directors of the company
It is agreed to nominate Ms. Wang Xiaofei and Ms. Zhang Qingxue as candidates for the 8th board of directors of the company. The nomination and voting procedures of the board of directors of the company for director candidates comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the convening and deliberation procedures of the board of directors are legal and effective. The director candidate meets the qualifications required by the company law and other relevant laws, regulations and regulations. He does not hold shares of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, and is not prohibited from taking office in accordance with the company law and the articles of association.
Independent directors: Yu taixiang, Zhang Wei, song Dongsheng, Niu Tianxiang
April 22, 2002
