Tianjin Binhai Energy & Development Co.Ltd(000695) independent director
Prior approval opinions on related party transactions of the 14th session of the 10th board of directors
As an independent director of Tianjin Binhai Energy & Development Co.Ltd(000695) , we express the following prior approval opinions on the related party transactions that the board of directors will consider the framework agreement on daily related party transactions signed by the company and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. in 2022:
We have carefully reviewed the relevant materials of the proposal on signing the 2022 framework agreement on daily related party transactions between the company and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. to be submitted to the board of directors of the company for deliberation. After full discussion, we believe that the transaction effectively avoids the same industry competition between the publishing group and the company, and will improve the economic benefits of the company It plays a positive role in building the company’s publication printing industry chain. The pricing is carried out in accordance with the national approved standards or the principle of marketization. There is no damage to the interests of the listed company and all shareholders, which is in line with the interests of the company and all shareholders. We agree to submit the related party transactions signed by the company and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. in 2022 to the 14th meeting of the 10th board of directors for deliberation.
Independent directors: Xian Guoming, fan Dengyi, Li Shengnan February 8, 2022
Tianjin Binhai Energy & Development Co.Ltd(000695) about
Opinions of independent directors on the appointment of senior managers
Tianjin Binhai Energy & Development Co.Ltd(000695) the 14th meeting of the 10th board of directors was notified on January 29, 2022 and held in the form of on-site meeting on February 9. The company has 9 directors and 9 directors actually participated in the meeting. Members of the board of supervisors, the Secretary of the board of directors, senior managers and relevant personnel of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Jia Yunshan, chairman of the board. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. After deliberation, the meeting adopted the following resolutions:
(1) In accordance with the relevant provisions of the company law and the articles of association, Mr. Hou Xuzhi was appointed as the general manager and Secretary of the board of directors upon the nomination of Mr. Jia Yunshan, chairman of the company. (2) According to the relevant provisions of the company law and the articles of association, Mr. Li Chao was appointed as the chief financial officer upon the nomination of Mr. Hou Xuzhi, the general manager of the company.
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies and other systems of the CSRC, as an independent director of Tianjin Binhai Energy & Development Co.Ltd(000695) , based on our independent judgment and careful research, we hereby express independent opinions on the matters involved in the above proposal as follows:
1. We agree to appoint Mr. Hou Xuzhi as the general manager and Secretary of the board of directors of the company and Mr. Li Chao as the chief financial officer.
2. After reviewing the resumes and other materials of the above-mentioned personnel, it is found that there are no relevant requirements and regulations of the company law, the articles of association, the CSRC and the Shenzhen Stock Exchange and other circumstances that do not allow them to serve as senior executives of the company. The qualifications of the above-mentioned personnel meet the conditions for serving as senior executives of the company and have the professional quality required for serving as senior executives of the company, Be able to meet the requirements of the post responsibilities. 3. The nomination, recommendation, deliberation and voting procedures of the board of directors of the company for the above-mentioned employees comply with the provisions of the company law and the articles of association.
Independent directors: Xian Guoming, fan Dengyi, Li Shengnan February 9, 2022
Tianjin Binhai Energy & Development Co.Ltd(000695)
Opinions of independent directors on related party transactions of the 14th session of the 10th board of directors
Tianjin Binhai Energy & Development Co.Ltd(000695) the 14th meeting of the 10th board of directors was held on February 9, 2022 in the form of on-site meeting. The company has 9 directors, and 9 directors actually attended the meeting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following proposals:
Proposal for the company and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. to sign the framework agreement on daily connected transactions in 2022.
Our independent opinions on the above motion are as follows:
1. On the voting procedure of resolutions.
According to the provisions of the Listing Rules of Shenzhen Stock Exchange, Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. has been the subject of the actual control of the company in the past 12 months. There is a related relationship between the two parties. The transactions between the company and its holding subsidiaries and the publishing group and its subordinate units belong to related party transactions.
When considering the above related party transactions, Mr. Wei Wei, the related director of the board of directors, has avoided voting, and the other eight non related directors unanimously approved the above related party transactions, which is in line with the provisions of relevant laws, regulations and the articles of association.
2. About the fairness of the transaction. The pricing of textbook printing shall be implemented in accordance with the national approved standards; The printing price of other books will be determined and implemented by both parties in accordance with the market-oriented principle according to the production and processing requirements such as book printing number, printing sheet and binding; The lease price is based on the market price, which shall be confirmed and implemented by both parties in accordance with the principle of marketization. The above related party transactions are priced in accordance with the principle of fairness.
The above related party transactions effectively avoid the horizontal competition between the publishing group and the company, and will play a positive role in improving the company’s economic benefits and building the company’s publication printing industry chain; At the same time, providing a new source of profit for the company is conducive to the sustainable development of the company. There is no damage to the interests of the listed company and all shareholders, which is in line with the interests of the company and all shareholders.
We agree that the company and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. sign the related party transactions of the framework agreement on daily related party transactions in 2022.
Independent directors: Xian Guoming, fan Dengyi, Li Shengnan February 9, 2022
