Jizhong Energy Resources Co.Ltd(000937) independent director
On relevant matters of the 17th meeting of the seventh board of directors
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and the Jizhong Energy Resources Co.Ltd(000937) articles of association, as independent directors of the company, we express the following independent opinions on relevant matters of the 17th meeting of the seventh board of directors:
1、 Proposal on purchasing shares of Hebei Jinniu Chemical Industry Co.Ltd(600722) Co., Ltd. and related party transactions
1. The transaction plan of the company to purchase Hebei Jinniu Chemical Industry Co.Ltd(600722) shares held by Fengfeng Group and the share transfer agreement on Hebei Jinniu Chemical Industry Co.Ltd(600722) to be signed by the company and Fengfeng Group comply with the provisions of national laws, regulations and other normative documents, such as the company law, the securities law, the measures for the administration of the acquisition of listed companies, the measures for the supervision and administration of state-owned equity of listed companies, etc, Operability; In line with the needs of the company and Fengfeng Group's overall operation and development, and in line with the interests of listed companies and minority shareholders.
2. The transfer price of the shares subject to the above transaction shall be determined on the basis of the arithmetic mean of the daily weighted average price of Hebei Jinniu Chemical Industry Co.Ltd(600722) shares 30 trading days before the signing date of the above share transfer agreement, and shall not be lower than the arithmetic mean. Based on the above calculation method and through full negotiation between both parties, the pricing method is fair and reasonable, which complies with the relevant provisions of relevant laws and regulations such as the company law, the securities law and the measures for the supervision and administration of state owned equity of listed companies.
3. The counterparty of the above transaction is the subsidiary of the controlling shareholder of the company. According to the provisions of relevant laws, regulations and normative documents, the above transaction constitutes a connected transaction. When the board of directors considered the transaction, the related directors avoided the voting of relevant proposals. The convening procedures, deliberation and voting procedures of the board of directors were in line with the provisions of relevant laws, regulations, normative documents and the articles of association. To sum up, the above transactions comply with the provisions of relevant laws and regulations and the interests of the company and all shareholders, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders. All independent directors agree to this transaction.
2、 Proposal on providing guarantee for wholly-owned subsidiaries
The guarantee provided by the company for Jizhong new material this time is to ensure the production and operation needs of the wholly-owned subsidiary and help reduce the capital pressure of Jizhong new material and the impact of rhodium powder price fluctuation on the operating efficiency. Comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; The risk is controllable.
This guarantee complies with the provisions of relevant laws and regulations, does not damage the interests of the company's shareholders, especially the minority shareholders, and is in line with the interests of the company. All independent directors agree to the above guarantee.
Independent director: Xian Guoming, Xie Hongliang, junjiao, Hu Xiaoke
February 16, 2022
