Xinjiang Zhongtai Chenical Co.Ltd(002092)
Prior approval opinions on matters related to the company’s issuance of shares and convertible corporate bonds to purchase assets and raise supporting funds and related party transactions
Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as the “listed company”, “company” or ” Xinjiang Zhongtai Chenical Co.Ltd(002092) “) intends to purchase 75.89% of the shares of MEC Chemical Co., Ltd. (hereinafter referred to as the “target company”) held by some shareholders of Xinjiang MEC Chemical Co., Ltd. (hereinafter referred to as the “target company”) by issuing shares and convertible corporate bonds and raise supporting funds (hereinafter referred to as the “transaction”).
The company plans to hold the 34th meeting of the 7th board of directors on January 27, 2022 to review the scheme of this transaction and relevant proposals. In accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the administrative measures for major asset restructuring of listed companies and other relevant laws, regulations and normative documents, we, as independent directors of Xinjiang Zhongtai Chenical Co.Ltd(002092) , We have obtained and carefully reviewed the relevant proposals of this transaction before the meeting, and now give the following prior approval opinions on the relevant matters of the 34th meeting of the seventh session:
1. The company complies with the requirements and conditions of issuing shares and convertible corporate bonds, purchasing assets and raising supporting funds stipulated by laws and regulations.
2. The counterparty of this transaction, Zhongtai petrochemical, is a wholly-owned subsidiary of Xinjiang Zhongtai (Group) Co., Ltd., the controlling shareholder of the listed company. This transaction constitutes a related party transaction.
3. This transaction is conducive to further enhance the comprehensive competitiveness of listed companies, improve the asset quality of listed companies, enhance sustainable profitability, enhance the anti risk ability of listed companies, and is in line with the long-term development of listed companies and the interests of all shareholders.
4. The company’s plan for this transaction, the plan for Xinjiang Zhongtai Chenical Co.Ltd(002092) issuing shares, convertible corporate bonds to purchase assets and raise supporting funds and related party transactions prepared for this transaction and its abstract, the agreement for the purchase of major assets with conditional effect to be signed by the company with relevant counterparties and other documents comply with the provisions of relevant laws, regulations and normative documents, and the transaction plan is reasonable It is feasible and does not harm the interests of the company and minority shareholders.
Based on the above, we unanimously agree to submit the relevant proposals involved in this transaction to the board of directors of the company for deliberation. Independent directors: Prince Ho, Wang Xinhua, Wu Jiejiang, Jia Yimin, Han Fuling
January 22, 2002
