Jizhong Energy Resources Co.Ltd(000937) independent director
Prior approval of matters related to the 17th meeting of the seventh board of directors
In accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association of Jizhong Energy Resources Co.Ltd(000937) of China Securities Regulatory Commission, we, as independent directors of Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as the “company”), are, Before the 17th meeting of the seventh board of directors of the company, we received the relevant materials of the proposal on purchasing shares of Hebei Jinniu Chemical Industry Co.Ltd(600722) Co., Ltd. and related party transactions. After reviewing and listening to the special report of relevant personnel of the company on relevant matters, we hereby express the following written opinions on relevant matters in advance:
1. The transaction contents and methods of the company’s purchase of Hebei Jinniu Chemical Industry Co.Ltd(600722) shares held by Fengfeng Group comply with the provisions of national laws, regulations and other normative documents, and are operable; It is in line with the overall business development needs of the company and Fengfeng Group and the interests of the company and minority shareholders.
2. The above transactions of the company comply with the provisions of 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 and other relevant laws, regulations and other normative documents. There are no acts that harm the interests of the company and non affiliated shareholders and will not have an adverse impact on the sustainable operation and development of the company.
3. All independent directors agree to submit the proposals related to the above transactions to the board of directors of the company for deliberation; Since the counterparty of this transaction is the subsidiary of the controlling shareholder of the company, this transaction constitutes a connected transaction, and the connected directors shall avoid voting.
The deliberation and voting procedures for the purchase of shares are legal, comply with the company law, securities law and other laws and regulations and the relevant provisions of the articles of association, and will not damage the interests of the company and all shareholders. We acknowledge the above connected transactions and agree to submit the proposal on purchasing shares and connected transactions of Hebei Jinniu Chemical Industry Co.Ltd(600722) Co., Ltd. to the 17th meeting of the seventh board of directors of the company for deliberation.
Independent director: Xian Guoming, Xie Hongliang, junjiao, Hu Xiaoke
February 16, 2002
