Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Independent opinions of independent directors on relevant matters
Independent opinions on profit distribution in 2021
The company’s profit distribution plan for 2021 complies with relevant laws and regulations and the articles of association, the company’s profit distribution policy and actual production and operation, fully considers the interests and reasonable demands of the majority of investors, matches the company’s business performance and future development, and does not damage the interests of shareholders, especially small and medium-sized shareholders. We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent opinions on internal control evaluation in 2021
During the reporting period, combined with the actual needs of operation and management, the company hired intermediaries to conduct due diligence on the organizational structure, internal control processes and system at the company level, optimized the design of the company’s internal control from the top, improved and improved the corporate governance structure and improved and optimized various important business processes, The company’s internal control system has been improved. At present, the company’s internal control system can effectively adapt to changes in the external environment and internal management needs, and the company’s overall objectives can be effectively achieved. We believe that the company’s internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system, and we agree with the company’s internal control evaluation report.
Independent opinions on the remuneration of directors and senior executives in 2021
In 2021, except for the directors who receive remuneration in the shareholder unit, the remuneration of some directors and senior executives of the company shall be paid in strict accordance with the company’s remuneration management system, assessed and paid according to management positions, responsibilities, annual work task performance assessment, safety production and other factors, which is in line with the actual situation of the company and the decision-making procedures are legal and compliant, It is conducive to promoting the realization of the company’s business objectives, and there is no damage to the interests of the company and shareholders.
Independent opinions on fund occupation and external guarantee of related parties of the company
1. As of December 31, 2021, the company has no occupation of non operating funds by controlling shareholders and other related parties;
2. As of December 31, 2021, the company has provided joint and several liability guarantee for the wholly-owned subsidiary Jingmei group Baiyin Thermal Power Co., Ltd. to apply for a credit line of 33 million yuan from commercial banks. This matter has been deliberated and approved by the board of directors of the company.
In addition, as of December 31, 2021, the company has not provided guarantees for controlling shareholders and other related parties, nor other forms of external guarantees.
Independent opinions on providing guarantee for wholly-owned subsidiaries
According to the daily production and operation capital needs of the wholly-owned subsidiary, the company provides joint and several liability guarantee for its financing matters. We believe that the guarantee object of the company is the wholly-owned subsidiary, and the guarantee risk is controllable. This guarantee is conducive to improving the financing efficiency of the subsidiary, reducing the financing cost and meeting the production and operation capital needs of the subsidiary. The deliberation and decision-making procedures of the guarantee matters are legal and compliant, Comply with the provisions of relevant laws and regulations, do not damage the interests of the company and all shareholders, especially the medium and small shareholders, and comply with the overall interests of the company. We agree that the company will provide guarantee for the wholly-owned subsidiary.
Independent opinions on prior approval of related party transactions
1. In 2021, the actual total amount of the company’s daily related party transactions did not exceed the expectation, and there was a certain difference between the actual situation and the prediction at the beginning of the year, which was mainly caused by the changes in the market situation and the supply and demand of the company and related parties. The transaction was fair and just, the transaction price was fair, the amount of difference was small, did not affect the independence and business development of the company, and did not damage the company and its shareholders The interests of minority shareholders in particular.
2. The company plans to submit the proposal on the prediction of daily connected transactions in 2022 to the board of directors for deliberation. We have verified the prediction of daily connected transactions in 2022 in advance, and believe that the predicted connected transactions of the company are necessary for the production and operation of the company. The prediction basis is sufficient, the transaction pricing is fair, and there is no damage to the interests of the company and non connected shareholders, It will not affect the independence of the company. We agree to submit the proposal to the fifth meeting of the 10th board of directors for deliberation.
3. The company plans to submit the proposal on project construction and related party transactions of Jingtai coal industry, the holding subsidiary, to the board of directors for deliberation. We have verified the related party transactions in advance, and believe that Jingtai coal industry, the holding subsidiary, has conducted public bidding for some mine project construction according to the needs of mine construction, and confirmed the bid winning unit and bid winning price, The related party transaction is conducive to promoting the construction process of baiyanzi mine project of Jingtai coal industry. The transaction pricing is fair and the transaction risk is controllable. There is no damage to the interests of the company and non related shareholders and will not affect the independence of the company. We agree to submit the proposal to the fifth meeting of the 10th board of directors of the company for deliberation.
4. The company plans to submit to the board of directors for consideration the proposal on the acquisition of shares of Nongsheng chemical and related party transactions. We have verified the related party transactions in advance and believe that the acquisition of shares of Nongsheng chemical is in line with the commitment made by Jingmei group when the company publicly issued convertible bonds in 2020, which is conducive to the standardized operation of the company and solving horizontal competition, Promote the smooth progress of the company’s convertible bond raising and investment project. This connected transaction is subject to the assessed price, with fair pricing and controllable transaction risk. There is no damage to the interests of the company and non connected shareholders and will not affect the independence of the company. We agree to submit the proposal to the fifth meeting of the 10th board of directors of the company for deliberation. Independent opinions on related party transactions
1. The fifth meeting of the 10th board of directors of the company deliberated and approved the proposal on the acquisition of shares of Nongsheng chemical and related party transactions, the proposal on the construction and related party transactions of Jingtai coal industry project, a holding subsidiary, and the proposal on the prediction of daily related party transactions in 2022. According to the regulations, seven related directors of the company avoided voting, Eight non affiliated directors present at the board of Directors voted and passed the above proposal. The voting procedures of the board of directors comply with the provisions of the company law, the articles of association and other laws and regulations.
2. The acquisition of related party transactions of Nongsheng chemical is conducive to standardizing the operation of the company and solving the horizontal competition after the raised investment project is put into operation. At the same time, this acquisition is conducive to ensuring the smooth progress of the raised investment project and further expanding the scale and strength of the company. The transaction price is determined according to the evaluation price. The price is fair and the transaction risk is controllable, which will not damage the interests of the company and non related shareholders. We agree to the motion.
3. Jingtai coal industry project construction related party transactions make full use of the conditions and advantages of related parties in engineering construction experience, technology, location and personnel to ensure the construction process and quality of Jingtai coal industry baiyanzi mine project. The bid winner and bid price of the transaction are determined through public bidding. The price is fair, the transaction risk is controllable, and will not damage the interests of the company and non affiliated shareholders. We agree to the motion.
4. The company’s daily related party transactions in 2022 are expected to comprehensively consider the qualification, business ability and performance ability of related parties, which is in line with the actual situation of the company. The transaction pricing is fair and the transaction risk is controllable. There is no damage to the interests of the company and other non related shareholders, especially medium and small shareholders, which is conducive to the overall interests of the company. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Wei yanheng, Tian SONGFENG, Zhou Yihong, Chen Jianzhong, Yuan Jixiang March 2, 2022
