Huafon Chemical Co.Ltd(002064)
Prior approval and independent opinions of independent directors on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies, the stock listing rules and other relevant laws and regulations of Shenzhen Stock Exchange, and the articles of association of Huafon Chemical Co.Ltd(002064) (hereinafter referred to as the “company”) As an independent director of the company, based on independent, objective and fair judgment, we express the following independent opinions on the following matters of the company:
1、 Prior approval and independent opinions on the proposal on estimating the daily connected transactions in 2022 and adjusting the estimated amount of daily connected transactions in 2021
(i) Prior approval opinion
Before the board of directors of the company considered the above proposal, the company has submitted relevant materials to the independent directors for review, and the independent directors have carefully verified the relevant situation. The independent directors of the company believe that the business carried out by the company and its subsidiaries with related parties belongs to the normal business behavior of the company, and the transaction price with related parties will be determined according to the market fair price without harming the shareholders of the company, Especially the behavior of the interests of minority shareholders. The independent directors of the company agree to submit this proposal to the fifth meeting of the eighth board of directors for deliberation, and the related directors shall perform the withdrawal voting procedure.
（2） Independent opinion
After review, we believe that the company’s estimate of daily connected transactions in 2022 and the adjustment of the estimated amount of daily connected transactions in 2021 are based on changes in the market environment, the actual business situation and business development needs, and the pricing is fair according to the principle of “openness, fairness and impartiality” and with reference to the market price, without harming the shareholders of the company, Especially the interests of minority shareholders. During the deliberation and voting of the proposal, the company’s affiliated directors avoided voting, the decision-making procedures were legal and compliant, and met the relevant requirements of laws, regulations and company systems such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the articles of association and so on.
In conclusion, we agree to the company’s proposal on the expected daily connected transactions in 2022 and the adjustment of the expected amount of daily connected transactions in 2021, and agree to submit it to the company’s first extraordinary general meeting in 2022 for deliberation, and the connected shareholders shall perform the avoidance voting procedure.
Independent directors: Gao Weidong, Zhao Min, song Haitao
Huafon Chemical Co.Ltd(002064) board of directors December 27, 2021
