Sinopec Oilfield Equipment Corporation(000852) independent director
Independent opinions on matters related to the fourth meeting of the eighth board of directors
In accordance with the relevant provisions of the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, the board of directors of the company provided the relevant materials of the board of directors to the independent directors before the fourth meeting of the eighth board of directors. As an independent director of the company, we have fully understood and analyzed the matters involved in the proposal of the board meeting, recognized them and agreed to submit the above matters to the board of directors for deliberation. Prior approval and independent opinions on relevant matters considered at the fourth meeting of the eighth board of directors of the company are as follows:
1、 Prior approval and independent opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
1. Sinopec Group, the controlling shareholder of the company, and its subordinate enterprises and joint ventures are one of the important suppliers and main customers of the company. The daily connected transactions between the company and its connected persons follow the principles of openness, fairness and fairness, which is the actual needs of the company’s daily production and operation. The prices of related party transactions are determined with reference to the market price, and the pricing is fair and reasonable, without damaging the interests of the company and all shareholders. We agree to submit the above matters to the board of directors of the company for deliberation. 2. The transactions between the company and related parties are conducive to the development of the company’s business, in line with the interests of the listed company and all shareholders, and will not damage the interests of the company and minority shareholders. The board of directors of the company shall comply with the provisions of relevant laws, regulations and the articles of association in convening and convening the meeting to review the proposal. At the meeting of the board of directors, the related directors avoided voting, and the other directors passed the proposal after deliberation. We agree to submit the above matters to the general meeting of shareholders of the company for deliberation. 2、 Prior approval and independent opinions on the proposal on the prediction of related party transactions of deposits and loans of the company in related financial companies in 2022
1. The company’s deposit interest rate in China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. will not be lower than that of similar deposits in major commercial banks in China in the same period, and the deposit interest rate in China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd. will not be lower than that of similar deposits in Hong Kong. The company’s loan interest rate in China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. is not higher than the LPR interest rate published by the people’s Bank of China for similar loans in the same period, and the loan interest rate in China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd. is not higher than that of similar loans in Hong Kong. The deposit and loan business between the company and related financial companies is fair and reasonable, which is conducive to improving the efficiency of fund use and saving financial expenses. We agree to submit the above matters to the board of directors of the company for deliberation.
2. The board of directors of the company shall comply with the provisions of relevant laws, regulations and the articles of association in convening and convening the meeting to review the proposal. At the meeting of the board of directors, the related directors avoided voting, and the other directors passed the proposal after deliberation. The above related deposits and loans are conducive to the company’s business development and saving financial expenses, and will not damage the interests of the company and minority shareholders. We agree to submit the above matters to the general meeting of shareholders of the company for deliberation.
3、 Prior approval and independent opinions on the company’s application for Entrusted loan from China Petroleum & Chemical Corporation(600028) group company in 2022
1. This time, the company applied for Entrusted loan from the controlling shareholder Sinopec Group Company, which is conducive to supplementing the working capital of the company and promoting the business development of the company. We agree to submit the above matters to the board of directors of the company for deliberation.
2. The procedures of the meeting convened and convened by the board of directors to review the related party transaction proposal comply with the provisions of relevant laws, regulations and the articles of association. At the meeting of the board of directors, the related directors avoided voting, and the other directors passed the related party transaction proposal after deliberation. The company’s application for Entrusted loan from Sinopec Group will further replenish the company’s working capital and be conducive to the development of the company’s business. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit the above matters to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on extending the validity of the resolution of the shareholders’ meeting of the company’s non-public Development Bank shares
The extension of the validity period of the resolution of the general meeting of shareholders of the company’s non-public offering of shares is for the smooth progress of the non-public offering of shares, the contents comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders. When the board of directors deliberated on this matter, the related directors avoided voting according to the regulations, and the other directors passed the related party transaction proposal after deliberation, and the deliberation procedure was in line with the provisions of relevant laws and regulations. We agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors and the chairman of the board of directors to fully handle matters related to this non-public development of shares
The extension of the validity period of authorizing the board of directors and the chairman of the board of directors to handle matters related to the non-public offering of shares is for the continuous promotion of the company’s non-public offering of shares, and there is no situation damaging the interests of the company and all shareholders. When the board of directors deliberated on this matter, the related directors avoided voting according to the regulations, and the other directors passed the related party transaction proposal after deliberation, and the deliberation procedure was in line with the provisions of relevant laws and regulations. We agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on Amending the articles of association of the company
The revision of the articles of association is carried out in accordance with the company law, the guidelines for the articles of association of listed companies, the stock listing rules of Shenzhen Stock Exchange, the administrative measures for the formulation of the articles of association of state-owned enterprises and relevant laws, regulations and normative documents, which is conducive to the company to further improve the corporate governance structure and improve the operation efficiency of the company. The revision of the company’s business scope is carried out in combination with the actual business situation of the company, which is conducive to the expansion of the company’s business and does not damage the interests of the company and all shareholders. The relevant provisions of the revised articles of association comply with the laws and regulations, the company law and the articles of association. The voting procedures are legal and compliant, and there are no violations or infringements on the interests of shareholders and the company. We agree to submit it to the general meeting of shareholders of the company for deliberation. Sinopec Oilfield Equipment Corporation(000852)
Independent directors: Wu Jie, Wang Shizhao, Zhou Jingping January 28, 2022
