China National Complete Plant Import And Export Co.Ltd(000151) independent opinions of independent directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other normative documents and the relevant provisions of the articles of association, as independent directors of China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as the company), we express our prior approval and independent opinions on the matters related to the 26th meeting of the eighth board of directors as follows:
1、 Proposal on foreign investment and establishment of joint ventures and related party transactions
The company invested and established a joint venture with Zhongcheng group and Welle Environmental Group Co.Ltd(300190) environmental protection and signed the investment contract; The company signed the voting power entrustment agreement and the agreement on persons acting in concert with Zhongcheng group, which are controlled by China National Complete Plant Import And Export Co.Ltd(000151) SDIC Welle Environmental Group Co.Ltd(300190) Environmental Investment Co., Ltd. This foreign investment in the establishment of a joint venture is the need of the company’s business development, which is conducive to further accelerating the transformation and development of the company, building the professional ability of environmental protection subdivided industries, cultivating environmental protection business and becoming a new performance growth point of the company.
The establishment of a joint venture in this foreign investment shall follow the principles of fairness and rationality, and shall be fully communicated and negotiated by all parties. The procedures for the board of directors to consider and vote on the proposal are legal and effective, and the related directors have avoided voting, which is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and in line with the interests of all shareholders of the company.
2、 Proposal on signing the termination agreement of entrustment agreement and entrustment management agreement with Zhongcheng group
The company signed the termination agreement of entrustment agreement and entrustment management agreement with Zhongcheng group. Zhongcheng Group actively fulfilled its commitment to avoid horizontal competition, which is conducive to optimizing the allocation of management resources and improving management efficiency.
The procedures for the board of directors to consider and vote on the proposal are legal and effective, and the related directors have avoided voting, which is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and in line with the interests of all shareholders of the company.
Independent directors: Yu taixiang, Zhang Wei, song Dongsheng, Niu Tianxiang January 27, 2002
