Sichuan Lutianhua Company Limited(000912)
Proposal of independent directors on the 21st Meeting of the 7th board of directors
separate opinion
As an independent director of Sichuan Lutianhua Company Limited(000912) in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock exchange and the articles of association of Sichuan Lutianhua Company Limited(000912) , We have carefully reviewed the relevant materials of the 21st Meeting of the 7th board of directors of the company, and based on our independent judgment, we express the following opinions:
1、 Independent opinions on the forecast of daily connected transactions in 2022
According to the actual situation of production and operation in 2022 and in accordance with the requirements of the stock listing rules of Shenzhen Stock Exchange, the company has reasonably estimated the total amount of daily connected transactions and trade transactions that will occur in 2022. We believe that the related party transactions of the company are mainly the essential raw materials, power, equipment maintenance, transportation services, logistics services and trade business in the production process of both parties. These necessary related party transactions play a positive role in the development of the company’s main business. The transaction prices between the company and related parties are based on the market fair price, reflecting the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and non related shareholders.
The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted at the 21st Meeting of the seventh board of directors of the company. The connected directors avoided voting. The deliberation procedure of the meeting was legal and effective, and there was no damage to the legitimate rights and interests of the company and all shareholders. It was agreed to submit the above proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on business cooperation and related party transactions with Bank Of China Limited(601988) and Agricultural Bank Of China Limited(601288)
The convening, convening procedures and process of the board meeting shall comply with the provisions of relevant laws, regulations and the articles of association. The related directors avoided voting, and the non related directors unanimously passed the proposal on business cooperation and related party transactions with Bank Of China Limited(601988) and Agricultural Bank Of China Limited(601288) . The board of directors did not violate the principle of good faith in its deliberations on the two related party transactions.
Bank Of China Limited(601988) , Agricultural Bank Of China Limited(601288) are banking financial institutions approved by the China Banking and Insurance Regulatory Commission. Providing financial services for the company is conducive to improving the efficiency of capital use and maintaining the stability of daily production and operation activities. The service standards provided by the above financial institutions will be priced with reference to the market situation, and the price is fair and reasonable. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, which will not affect the independence of the company.
3、 Independent opinions on adding non independent directors to the 7th board of directors of the company
The nomination of candidates for the board of directors of the company is reviewed and nominated by the nomination committee of the board of directors in accordance with the provisions of the company law and the articles of association, and the procedure is legal and effective. According to the personal resume and other relevant information of the nominee, we have not found any violation of the provisions of the company law or the fact that he has been determined as a market prohibited person by the CSRC. His qualifications comply with the relevant provisions of the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. In addition, it is understood that the nominee has relevant professional knowledge and relevant decision-making, supervision and coordination ability, can meet the requirements of relevant responsibilities, and has the ability to serve as a director of the company. In conclusion, we agree to nominate Mr. Chen Maozhu as a candidate for non independent director of the 7th board of directors of the company and submit him to the general meeting of shareholders of the company for voting.
Independent director: Yang Yong, Xie Hongyan, yizhi
December 27, 2021
