Xinjiang Zhongtai Chenical Co.Ltd(002092)
Independent opinions of independent directors on relevant matters
As an independent director of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of Association, decision-making system for connected transactions, measures for the administration of the work of independent directors and other relevant rules and regulations, Independent opinions on the following matters of the company are hereby expressed as follows: I. independent opinions on the daily related party transactions of the company in 2021
1. Procedural. The company held the 33rd session of the 7th board of directors on December 30, 2021, deliberated and adopted the proposal on adding daily related party transactions of the company in 2021, and predicted the related party transactions of purchasing raw materials, products and commodities between the company and related parties in 2021. When the board of directors deliberated this related party transaction, the related directors implemented the avoidance principle, The voting procedures shall comply with the provisions of relevant laws and regulations. This matter does not need to be submitted to the general meeting of shareholders for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The above related party transactions are conducted due to the normal production and operation needs of the company. The transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, and the transaction price is determined according to the market price. There is no violation of the principles of openness, fairness and impartiality, and there is no behavior damaging the interests of the company and minority shareholders.
2、 Independent opinions on the use of surplus raised funds by wholly-owned subsidiaries to permanently supplement working capital
The company’s use of surplus raised funds to permanently supplement working capital is conducive to improving the use efficiency of raised funds and reducing the company’s financial cost, which is in line with the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant laws and regulations, normative documents and the company’s measures for the management of raised funds.
3、 Independent opinions on the guarantee provided by the company for related parties
1. Procedural. The company held the 33rd session of the 7th board of directors on December 30, 2021, which deliberated and adopted the proposal on the company’s guarantee for related parties. The guarantee provided by the company to related parties is based on the needs of production and operation, and the guarantee risk is controllable. When the board of directors of the company considers this connected transaction, the connected directors implement the principle of avoidance, and their voting procedures comply with the provisions of relevant laws and regulations. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, which does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders. Independent directors: Prince Ho, Wang Xinhua, Wu Jiejiang, Jia Yimin, Han Fuling
December 30, 2001
