Xinjiang Tianfu Energy Co.Ltd(600509)
Prior approval letter of independent directors at the 13th meeting of the seventh board of directors Xinjiang Tianfu Energy Co.Ltd(600509) board of directors:
As an independent director of Xinjiang Tianfu Energy Co.Ltd(600509) (hereinafter referred to as “the company”), we have fully understood the related party transactions and non-public offerings involved in the proposal to be considered at the 13th meeting of the seventh board of directors in advance. After careful review, we believe that:
1. Proposal on the proposed acquisition of the assets of the transformation project transferred by the related party Xinjiang Tianfu Group Co., Ltd. “three supplies and one industry”;
The related party in this related party transaction is Xinjiang Tianfu Group Co., Ltd. (hereinafter referred to as “Tianfu group”), the controlling shareholder of the company, and the related object is the assets of the transformation project transferred by the “three supplies and one industry” of Tianfu group; The price of related party transactions is to be determined by a third-party evaluation institution with evaluation qualification after evaluation with the cost method, which follows the principles of fairness, openness and impartiality and does not harm the interests of shareholders and investors.
2. Proposal on the company meeting the conditions for non-public offering of a shares;
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents issued by the CSRC, the independent directors carefully compare the relevant requirements and conditions of non-public offering of shares by listed companies, Check whether the company meets the conditions for non-public offering of shares item by item, and consider that the company meets the relevant provisions for non-public offering of shares and meets the conditions for non-public offering of shares.
3. Proposal on the company’s non-public offering of a shares;
The issuance plan is formulated in combination with the actual situation of the company’s operation and development, in line with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, and is practical, It conforms to the long-term development plan of the company and the interests of all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
4. Proposal on the company’s plan for non-public offering of a shares;
The non-public offering plan prepared by the company complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents. The contents of the plan are true, accurate and complete without false records Misleading statements or major omissions comply with the regulatory requirements of the CSRC, the actual situation and long-term development plan of the company, are conducive to enhancing the company’s sustainable profitability and market competitiveness, are in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
5. Proposal on the feasibility analysis report on the use of funds raised by the company’s non-public issuance of a shares;
The feasibility analysis report on the use of funds raised by non-public Development Bank A shares prepared by the company comprehensively considers the industry conditions, actual operation conditions, capital demand and other factors of the company. The purpose of the investment project of the funds raised by this non-public offering conforms to the provisions of relevant national policies and the development needs of the company, and conforms to the actual situation and long-term development plan of the company, It is conducive to enhancing the company’s sustainable profitability and market competitiveness, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
6. Proposal on the special report on the use of the previously raised funds;
In accordance with the provisions on the report on the use of the previously raised funds issued by the China Securities Regulatory Commission and other requirements, the company has prepared the report on the use of the previously raised funds for this non-public offering of shares, and has also hired an accounting firm with securities and futures related business qualifications to issue the verification report on the use of the previously raised funds. We believe that the special report on the use of the previously raised funds prepared by the company complies with the relevant provisions of the provisions on the report on the use of the previously raised funds of the CSRC.
7. Proposal on the risk prompt, filling measures and commitments of relevant subjects of the company’s non-public offering of A-Shares to dilute the immediate return;
The company has carefully analyzed the impact of this issuance on the dilution of immediate return, and put forward measures to fill in the return on the impact of the dilution of immediate return on the company’s main financial indicators. The controlling shareholders, directors and senior managers of the company have made relevant commitments to the practical implementation of the measures to fill in the return. We believe that the diluted immediate return and filling measures for the non-public offering of A-Shares formulated by the company, as well as the controlling shareholders The relevant commitments made by the directors and senior managers comply with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of major asset restructuring (CSRC announcement [2015] No. 31) and other laws and regulations Requirements of regulations and other normative documents.
8. Proposal on the establishment of a special account for raising funds from this non-public offering of a shares; We believe that the company has set up a special storage account for the raised funds of this non-public offering, which is used to store the raised funds of this non-public offering. The implementation of special account storage management and special funds is in line with the provisions of laws and regulations and is conducive to the management and use of the raised funds.
9. Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to this non-public offering of shares.
We believe that the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance. The authorization content is within the scope of the functions and powers of the general meeting of shareholders. The relevant authorization arrangements are conducive to promoting the implementation of the issuance and in line with the interests of the company and shareholders.
In conclusion, we agree to submit the above proposal to the 13th meeting of the seventh board of directors of the company for deliberation.
(there is no text on this page, which is the signature page of the letter of prior approval of independent directors at the 13th meeting of Xinjiang Tianfu Energy Co.Ltd(600509) the seventh board of directors) signature of the independent director:
Wang Shicun, Chen Jianguo
Yi Qian
