Tianjin Songjiang Co.Ltd(600225) independent directors about
Independent opinions on relevant proposals at the 29th meeting of the 10th board of directors in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions of the CSRC, as Tianjin Songjiang Co.Ltd(600225) independent directors, we express the following independent opinions on relevant proposals considered at the 29th meeting of the 10th board of directors:
1、 Plan on profit distribution of the company in 2021
1. We believe that since the undistributed profits of the parent company are negative at the end of 2021, the company will not distribute profits or convert the reserve fund into share capital this year. The plan complies with the current national accounting policies and the relevant provisions of the articles of association.
2. We agree to the plan on profit distribution of the company in 2021.
2、 Proposal on the occupation of non operating funds and other related capital transactions of the company in 2021
1. In accordance with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, we have carefully examined and understood the capital occupation of the company’s controlling shareholders and other related parties in 2021, and believe that the company, its controlling shareholders and other related parties can strictly abide by relevant laws, regulations and the requirements of regulatory authorities, During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties.
2. We agree to the proposal on the occupation of non operating funds and other related capital transactions of the company in 2021.
3、 Proposal on the company’s provision for asset impairment
1. The company’s provision for asset impairment is based on the principle of prudence and in accordance with relevant provisions such as accounting policies, which can fairly reflect the company’s financial situation and operating results.
2. We agree with the proposal on the company’s provision for asset impairment.
4、 Proposal on internal control evaluation report of the company in 2021
1. The company has established a relatively perfect internal control system and can be effectively implemented. The company’s internal control mechanism is basically complete, reasonable and effective. All production and operation activities and corporate governance activities of the company are operated in strict accordance with relevant internal control systems and norms, so as to effectively control various internal and external risks. The 2021 annual internal control evaluation report of the company is prepared in accordance with the basic norms of enterprise internal control and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report, which truly and objectively reflects the construction and operation of the company’s internal control system.
2. We agree to the proposal on the company’s 2021 annual internal control evaluation report.
5、 Proposal on reappointment of the company’s audit institution in 2022
1. ZTE caiguanghua Certified Public Accountants (special general partnership) is qualified for securities and futures related business, has many years of experience and ability to provide audit services for listed companies, can provide true and fair audit services for the company, and meet the requirements of the company’s financial and internal control audit in 2022. In order to maintain the continuity of the company’s annual financial audit, we agree to renew the appointment of ZTE caiguanghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
2. We agree to the proposal on the renewal of the company’s audit institution in 2022.
6、 Proposal on the company’s external guarantee amount in 2022
1. The purpose of providing guarantee and counter guarantee for the financing matters and business contract performance of the company and its holding subsidiaries at all levels, including but not limited to banks and trusts, is to meet the needs of normal business development. The trading and decision-making procedures comply with the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, There is no damage to the interests of the company and its shareholders, especially the minority shareholders.
2. We agree to the proposal on the company’s external guarantee amount in 2022.
7、 Proposal on Authorizing the company and its holding subsidiaries to apply for loans from related parties in 2022
1. The pricing of related party transactions of the loan follows the principles of openness, fairness, impartiality and marketization, and the transaction price refers to the market interest rate level; During the voting of the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shanghai Stock Exchange and the articles of association. They are equal to all shareholders of the company and do not harm the interests of the company and other shareholders, especially small and medium-sized shareholders and non related shareholders.
2. We agree to the proposal on Authorizing the company and its holding subsidiaries to apply for loans from related parties in 2022. 8、 Proposal on future dividend return of the company (20222024)
1. The proposal on shareholders’ dividend return planning for the next three years (20222024) formulated by the company is based on the comprehensive consideration of the company’s current situation, business development needs, the requirements of relevant regulatory authorities and shareholders’ return. We believe that the dividend return plan formulated by the board of directors is in line with the provisions of current relevant laws, regulations and normative documents, and fully considers the requirements of the company’s sustainable development and the willingness of shareholders to obtain reasonable investment return. The dividend policy is continuous, stable, objective and reasonable, which is conducive to better protect the interests of investors.
2. We agree to the proposal on the planning of shareholders’ dividend return in the next three years (20222024). 9、 Proposal on applying for cancellation of delisting risk warning and other risk warnings of the company’s shares
1. After verification, according to the audit report of the company in 2021 issued by ZTE caiguanghua Certified Public Accountants (special general partnership) and the audit report on the elimination of the impact of the matters described in the unqualified opinion with explanatory notes in the audit report in 2020, it shows that the net assets of the company have been regularized at the end of 2021 and the uncertainty of sustainable operation ability has been eliminated. Therefore, the delisting risk warning and other risk warnings of the company’s shares have been eliminated. According to the relevant provisions of the stock listing rules, the company has not been subject to the delisting risk warning specified in article 9.3.2 or other risk warnings specified in article 9.8.1, which meets the conditions for applying for cancellation of delisting risk warning and other risk warnings in the stock listing rules.
2. The cancellation of delisting risk warning and other risk warnings of the company’s shares is conducive to protecting the interests of the company and minority shareholders. Therefore, we agree that the company applies to Shanghai stock exchange for cancellation of delisting risk warning and other risk warnings. independent director:
Wu Yingguang, Li Shu, Li Zhihui
April 25, 2022
