Weichai Power Co.Ltd(000338) independent director
Independent opinions on the company’s daily continuous connected transactions
As an independent director of Weichai Power Co.Ltd(000338) (hereinafter referred to as “the company” or “the company”), In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies, the guidelines for governance of listed companies and other relevant laws, regulations and normative documents, In combination with the articles of association, the working system of independent directors and other relevant provisions, and in accordance with the relevant materials submitted to us by the company and its subsidiaries on connected transactions with Weichai Heavy Machinery Co.Ltd(000880) (hereinafter referred to as ” Weichai Heavy Machinery Co.Ltd(000880) “) and its subsidiaries, Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as ” Shantui Construction Machinery Co.Ltd(000680) “) and Beiqi Foton Motor Co.Ltd(600166) (hereinafter referred to as ” Beiqi Foton Motor Co.Ltd(600166) “), We have consulted and understood the above related party transactions with the relevant personnel of the company, approved the related party transactions of the company in advance and expressed independent opinions as follows:
1. Agree to submit the proposal on the related party transactions between the company and its subsidiaries and Weichai Heavy Machinery Co.Ltd(000880) and its subsidiaries, Shantui Construction Machinery Co.Ltd(000680) , Beiqi Foton Motor Co.Ltd(600166) to the second interim Board of directors of the company in 2022 for deliberation.
2. The above connected transactions are required for normal production and operation. The transaction pricing is based on the market price, follows the principles of openness, fairness and impartiality, and the transaction terms are fair and reasonable. The transaction is conducted in accordance with general commercial terms or better terms, which is in line with the overall interests of the company and shareholders, and there are no acts and circumstances damaging the company and non connected shareholders, Comply with relevant laws and regulations and the articles of association.
3. The board of directors deliberated the above related party transactions in accordance with legal procedures. When matters requiring the avoidance of voting by related directors are involved, related directors shall withdraw from voting. The decision-making procedures of related party transactions are legal and comply with the provisions of the articles of association.
4. In 2021, the actual amount of related party transactions between the company and its subsidiaries and Weichai Heavy Machinery Co.Ltd(000880) and its subsidiaries, Shantui Construction Machinery Co.Ltd(000680) , Beiqi Foton Motor Co.Ltd(600166) is different from the expected upper limit, which is mainly affected by market environment and other factors, combined with the actual operation of the counterparty and the company, which is in line with the overall interests of the company and shareholders, There are no acts and circumstances that damage the company and non affiliated shareholders, which comply with the provisions of relevant laws and regulations and the articles of association.
(there is no text on this page, which is the signature page of Weichai Power Co.Ltd(000338) independent directors’ independent opinions on the company’s daily continuous connected transactions)
Signature of independent director:
Li Hongwu Wen Daocai
Jiang Yan, Yu Zhuoping
Zhao Huifang
January 27, 2022
