Shandong Fengyuan Chemical Co.Ltd(002805) independent director
Independent opinions on matters related to the 14th meeting of the 5th board of directors
In accordance with the relevant provisions of the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the Shandong Fengyuan Chemical Co.Ltd(002805) articles of Association (hereinafter referred to as the “articles of association”), As an independent director of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company”), I hereby express the following independent opinions on relevant matters of the 14th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on increasing the guarantee line provided by applying for comprehensive credit from banks
After verification, we believe that: for the increase of the guarantee line provided by the company’s application for comprehensive credit from the bank, the guarantors are subordinate companies within the scope of the company’s consolidated statements. The guarantee provided by the company is to meet the needs of all subordinate companies to carry out business activities, which belongs to the needs of the company’s normal production and operation and rational utilization of funds, and the decision-making procedure of external guarantee is legal, It does not harm the interests of the company and minority shareholders. Therefore, it is agreed that the company’s newly increased external guarantee amount is expected, and it is agreed to submit the proposal to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on increasing the amount of loans and related party transactions provided by controlling shareholders to the company
After verification, we believe that this connected transaction is in line with the actual situation of the company, and the purpose is to meet the needs of the company’s operation and business development. Meanwhile, the loan interest rate refers to the bank loan interest rate in the same period, and the pricing is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, is in line with the fundamental interests of the company, and does not damage the interests of the company, shareholders, especially minority shareholders. When the board of directors of the company considered this related party transaction, the related director Mr. Zhao Guanghui avoided voting, and the decision-making procedure was legal and effective, and in line with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to increase the amount of loans and related party transactions provided by the controlling shareholders to the company and submit them to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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Signature of independent director:
Gu Yan, Zhou Shiyong, Jin Yongcheng
specific date
