Xinjiang Zhongtai Chenical Co.Ltd(002092)
Independent opinions on issues 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”).
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 measures for the administration of 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) , based on independent judgment and in line with prudence With a responsible attitude, we express the following independent opinions on matters related to this transaction considered and adopted at the 34th meeting of the seventh board of directors of the company:
1. The relevant proposals on this transaction submitted to the 34th meeting of the seventh board of directors for deliberation have been approved in advance according to law before being submitted to the meeting of the board of directors for deliberation.
2. The matters related to this transaction were deliberated and adopted at the 34th meeting of the seventh board of directors of the company. The convening procedures and voting procedures of this board of directors comply with relevant laws, regulations, the articles of association and other relevant provisions, and the legal procedures were fulfilled when considering the proposals related to this transaction.
3. 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.
4. 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.
5. This transaction is not expected to constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute a reorganization and listing.
6. This transaction complies with Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies and Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws and regulations.
7. 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.
8. 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.
9. This transaction can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company and approved by China Securities Regulatory Commission and other competent authorities that may be involved.
10. Since the audit and evaluation of the subject company involved in this transaction have not been completed, we agree not to hold a general meeting of shareholders to consider matters related to this transaction after this board meeting. After the completion of relevant audit and evaluation of this transaction, the company will hold another meeting of the board of directors for deliberation on the report of this transaction and other related matters. At that time, we will express our opinions on relevant matters again.
In conclusion, we agree to this transaction and the corresponding arrangements made by the board of directors on this transaction. Independent directors: Prince Ho, Wang Xinhua, Wu Jiejiang, Jia Yimin, Han Fuling
February 7, 2002
