Xinjiang Zhongtai Chenical Co.Ltd(002092)
Opinions of independent directors on external guarantees and related party transactions
As an independent director of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”) 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 laws and regulations, as well as the relevant provisions of the articles of Association, the decision-making system for connected transactions, the measures for the administration of the work of independent directors and other relevant rules and regulations, The independent opinions on the guarantee provided by the company for related parties are as follows:
1. Procedural. On January 27, 2022, the company held the 34th session of the 7th board of directors, which deliberated and adopted the proposal on the company’s guarantee for related parties. The guarantee provided by the company to related parties is based on the needs of production and operation, and the guarantee risk is controllable. When the board of directors of the company considers this connected transaction, the connected directors implement the principle of avoidance, and their voting procedures comply with the provisions of relevant laws and regulations. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, which does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders. Independent directors: Prince Ho, Wang Xinhua, Wu Jiejiang, Jia Yimin, Han Fuling
January 27, 2002
