Xinjiang Haoyuan Natural Gas Co.Ltd(002700) independent director
On relevant matters of the 16th meeting of the Fourth Board of directors of the company
Prior approval and independent opinion
As an independent director of Xinjiang Haoyuan Natural Gas Co.Ltd(002700) (hereinafter referred to as the “company”), in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association and the working system of independent directors of the company, Based on our independent judgment on the relevant proposals considered at the 16th meeting of the Fourth Board of directors of the company, we express our prior approval opinions and independent opinions as follows:
1、 Prior approval opinions of independent directors on relevant matters
In response to the proposal on increasing the related party transactions of the air separation equipment order contract signed between the holding Sun company and Hangzhou teying, we conducted careful prior verification. After a comprehensive understanding of the relevant conditions, this related party transaction complies with the provisions of the stock listing rules of Shenzhen Stock Exchange, the articles of Association and other relevant laws, regulations and normative documents, It will not have an adverse impact on the company’s production and operation, is conducive to the company’s business expansion and continuously create benefits for shareholders. This connected transaction complies with the provisions of relevant laws and regulations and does not harm the interests of the company’s shareholders, especially the minority shareholders. We unanimously agree to submit the matter to the 16th meeting of the Fourth Board of directors for deliberation. When the board of directors deliberates the above proposal, Mr. Zhang Yunfeng, a related director, should withdraw from voting.
2、 Independent directors’ prior independent opinions on relevant matters
(I) independent opinions on increasing the related party transactions of the air separation equipment order contract signed between the holding Sun company and Hangzhou teying
We have reviewed the proposal on increasing the related party transactions involved in the air separation equipment order contract signed between the holding Sun company and Hangzhou teying, and believe that the related party transactions involved in the above related party transaction proposal are necessary for the operation and development of the company, conducive to the development of the company, the transaction price is objective and fair, the transaction conditions are fair and reasonable, and do not damage the company and other shareholders Especially the interests of minority shareholders and non affiliated shareholders. The related directors of the company avoided voting on the proposal, and the voting procedures of the related transaction proposal comply with the provisions of laws, regulations and other normative documents and the articles of association. Hereby, we agree to the related party transactions of the company.
(II) independent opinions on purchasing liability insurance for the company and its directors, supervisors and senior managers
Purchasing liability insurance for the company and its directors, supervisors and senior managers is conducive to improving the company’s risk management system and helping the company’s directors, supervisors and senior managers better perform their duties. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The review procedure of this matter is legal and compliant. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) financial assistance for holding subsidiaries
The financial support provided by the company to Shanghai Yuanhan this time is to meet the working capital turnover demand of Shanghai Yuanhan’s business, facilitate its business expansion and improve its production and operation capacity without affecting the normal operation of the company; Shanghai Yuanhan is a holding subsidiary holding 51% of the company’s shares, and the financial risk is within the controllable range. The above proposal does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders. We agree that the company will provide financial assistance to the holding subsidiary this time.
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independent director:
Li Fuxing
February 18, 2022
