Xinjiang Tianfu Energy Co.Ltd(600509)
Opinions of independent directors at the 13th meeting of the seventh board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and the articles of association, as independent directors of Xinjiang Tianfu Energy Co.Ltd(600509) (hereinafter referred to as "the company"), we have fully understood the relevant matters considered at the 13th meeting of the seventh board of directors and issued independent opinions as follows:
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";
During the deliberation and voting of the proposal by the board of directors this time, the affiliated directors shall withdraw; The decision-making and voting procedures of related party transactions are legal and effective; 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. The pricing is fair and reasonable, does not harm the interests of the company and minority shareholders, and meets the requirements of relevant laws, regulations and other norms. 2. Proposal on the company meeting the conditions for non-public offering of a shares;
According to 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 China Securities Regulatory Commission, the company checks whether it meets the conditions for non-public offering of shares item by item, It is believed that the company meets the relevant provisions on non-public offering of shares and meets the conditions for non-public offering of shares. We agree to the proposal on the company's compliance with the conditions for non-public development of A-Shares and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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 minority shareholders of the company. We agree to the proposal on the company's non-public development of A-Shares and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Proposal on the company's plan for non-public offering of a shares;
The non-public offering plan complies 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. The contents of the plan are true, accurate and complete, and there are no false records Misleading statements or major omissions are in line with the actual situation and long-term development plan of the company, conducive to enhancing the company's sustainable profitability and market competitiveness, and in line with the interests of the company and all shareholders. We agree to the proposal on the company's plan for non-public development of A-Shares and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5. Proposal on the feasibility analysis report on the use of funds raised by the company's non-public issuance of a shares;
The purpose of the investment project raised by this non-public offering conforms to the provisions of relevant national policies, the actual situation and development needs of the company, the long-term development objectives of the company and the interests of all shareholders. We agree to the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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. For details, please refer to the report on the use of previously raised funds disclosed at the same time as the opinions of independent directors and the verification report on the use of previously raised funds issued by Tianzhi International Certified Public Accountants (special general partnership). We agree to the proposal on the special report on the use of the previously raised funds and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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 offering on the dilution of immediate return, put forward measures to fill in the return on the impact of the dilution of immediate return on the company's main financial indicators, and 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, In line with the relevant provisions of 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 immediate return for major asset restructuring (CSRC notice [2015] No. 31), and in line with the requirements of the actual operation and sustainable development of the company, It is reasonable and feasible, and there is no situation that damages the interests of the company or all shareholders. We agree to the proposal on risk tips, filling measures and commitments of relevant subjects for diluting the immediate return of A-share shares of non-public development banks of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8. Proposal on the establishment of a special account for raising funds from this non-public offering of a shares; The company has set up a special storage account for the raised funds to deposit the raised funds from this non-public offering. It implements the management of special account and special fund, which complies with the provisions of laws and regulations and is conducive to the management and use of the raised funds. We agree to the proposal on the establishment of the special account for the raised funds of non-public Development Bank A shares, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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.
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 general meeting of shareholders. Relevant authorization arrangements are conducive to promoting the implementation of the issuance and in line with the interests of the company and shareholders. We agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the non-public development of shares, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
In conclusion, we agree to the above matters considered at the 13th meeting of the seventh board of directors of the company.
Independent director: Wang Shicun, Chen Jianguo, Yi Qian
February 28, 2022
(there is no text on this page, which is the signature page of the opinions of independent directors at the 13th meeting of Xinjiang Tianfu Energy Co.Ltd(600509) the seventh board of directors) signature of independent director:
Wang Shicun, Chen Jianguo
Yi Qian
