Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. independent director
Independent opinions on matters related to the 10th meeting of the second board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares on Shanghai Stock Exchange and the articles of association, as independent directors of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd., after carefully reading the relevant bills and materials and understanding the relevant situation, based on independent judgment, we express the following independent opinions:
1、 Independent opinions on the proposal on profit distribution plan in 2021
The company’s profit distribution plan for 2021 is in line with the actual situation of the company, taking into account the company’s current operating performance and medium and long-term development, as well as the current and long-term interests of shareholders. There is no damage to the interests of minority shareholders, which is conducive to the sustainable and stable development of the company. The profit distribution plan complies with the relevant provisions of the company law, the articles of association, relevant laws and regulations, normative documents, etc. Therefore, we agree to the above profit distribution plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the expected daily amount of connected transactions in 2022
The daily related party transactions between the company and related parties are market-oriented choices made to improve the company’s operating efficiency based on the company’s business development and office needs. The price of daily connected transactions is determined based on market price and other factors, and there is no behavior damaging the interests of the company and all shareholders. The deliberation and voting procedures of this connected transaction comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and the articles of association, and the connected directors withdraw from the voting process according to law. Therefore, we agree to the proposal of the company to estimate the amount of daily connected transactions in 2022.
3、 Independent opinions on the proposal on the special report on the deposit and use of the company’s annual raised funds in 2021
The contents of the special report on the deposit and use of the company’s annual raised funds in 2021 truly and effectively reflect the deposit and actual use of the company’s raised funds in 2021. In compliance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the company does not use the raised funds in violation of regulations, and does not change the purpose of raised funds in a disguised manner and damage the interests of shareholders.
4、 Independent opinions on the proposal on the remuneration scheme of directors in 2022
In accordance with the relevant provisions of the company law, the guidelines for the governance of listed companies, the articles of association and the company’s internal compensation and welfare system, the director’s compensation plan for 2022 has fully considered the company’s actual operation, industry and overall market salary level, and meets the needs of the company’s management, operation and business development; The procedure of salary review and payment also complies with the relevant provisions of relevant laws and regulations and normative documents. The scheme is in line with the interests of the company and all shareholders. Therefore, we agree to the 2022 directors’ remuneration plan and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on the remuneration scheme for senior managers in 2022
In accordance with the relevant provisions of the company law, the guidelines for the governance of listed companies, the articles of association and the company’s internal salary and welfare system, the board of directors has formulated the salary plan for senior managers in 2022, which fully takes into account the actual operation of the company, the industry and the overall market salary level, and meets the needs of the company’s management, operation and business development; The procedure of salary review and payment also complies with the relevant provisions of relevant laws and regulations and normative documents. The scheme is in line with the interests of the company and all shareholders. Therefore, we agree to the compensation plan for senior managers in 2022.
6、 Independent opinions on the proposal on renewing the appointment of audit institutions in 2022
Lixin Certified Public Accountants (special general partnership) is an accounting firm with corresponding professional qualifications and has the experience and ability to conduct annual audit and special audit of listed companies. During the cooperation period, it can maintain timely communication and exchange with the audit committee of the board of directors, independent directors and management, has a solid audit foundation, and is objective and impartial in the company’s financial audit and internal control audit. Therefore, we agree to renew the company’s appointment as the company’s auditor in 2022, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
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