Shaanxi Provincial Natural Gas Co.Ltd(002267)
Opinions of independent directors on relevant matters of the 15th meeting of the 5th board of directors
Prior approval and independent opinion
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 issued by the CSRC, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, As an independent director of Shaanxi Provincial Natural Gas Co.Ltd(002267) (hereinafter referred to as “the company”), we have carefully reviewed the materials of the 15th meeting of the 5th board of directors. Based on the principle of independent and objective judgment, we hereby issue the following opinions on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022:
1、 Prior approval opinion
(I) the related party transactions of the company in 2021 are the normal business of the company, the transaction pricing is fair, and there is no damage to the interests of the company and minority shareholders;
(II) the daily related party transactions in 2022 are expected to meet the needs of the company’s normal production and operation, comply with the fair market transaction pricing principle, comply with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association, and do not affect the independence of the company and do not harm the interests of the company and minority shareholders;
(III) agree to submit the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 to the 15th meeting of the Fifth Board of directors of the company for deliberation, and submit it to the related directors of the company to avoid voting in accordance with the relevant provisions of the articles of association.
2、 Independent opinion
(I) before submitting to the board of directors for deliberation, the company has solicited the opinions of independent directors in advance and agreed to submit the above proposal to the 15th meeting of the Fifth Board of directors for deliberation;
(II) the company has fully evaluated and calculated the transaction volume before predicting the daily related party transactions in 2021. However, due to the influence of factors such as the change of transaction mode and market demand, the actual amount of daily related party transactions of the company is 423697 million yuan, which is different from the expectation, which is in line with the actual situation of the company. The daily related party transactions that have occurred in 2021 are the normal business of the company, the transaction pricing is fair, and there is no damage to the interests of the company and minority shareholders;
(III) the estimated total amount of daily related party transactions in 2022 is 494515 million yuan. The related party transactions meet the needs of the company’s normal production and business development, follow the fair market transaction pricing principle, and meet the interests of the company and all shareholders;
(IV) when considering related party transactions, related directors avoid voting, and the deliberation and voting procedures of related party transactions comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association. Agree to submit the above related party transactions to the general meeting of shareholders of the company for deliberation, and request the related shareholders to avoid voting in accordance with the relevant provisions of the articles of association when deliberating the proposal.
Independent directors: Peng Yuanzheng, Wang Zhiwei, Tian Qian, Shen Yue
March 9, 2021
