separate opinion
Independent opinions of independent directors on the matters of the third extraordinary meeting of the 10th board of directors in 2022
As an independent director of Zhongshan Public Utilities Group Co.Ltd(000685) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system by listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the CSRC, The independent opinions on the relevant matters considered at the 3rd extraordinary meeting of the 10th board of directors in 2022 are as follows:
1、 Proposal on establishing Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions
1. The voting procedures of the board of directors comply with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2. The transaction pricing procedure of the project is legal and fair and will not damage the interests of the company.
3. The third extraordinary meeting of the 10th board of directors in 2022 reviewed the related party transaction, and the related directors have avoided voting.
4. The above-mentioned related party transactions are normal and legal economic behaviors. The transaction price is based on the market price, does not violate the principles of openness, fairness and impartiality, does not damage the interests of the company and non related shareholders, and does not use the related relationship to transfer interests or occupy the interests of the company. Their transaction behavior is conducive to the normal operation of the company and in line with the interests of the company and all shareholders.
In conclusion, we recognize this related party transaction.
2、 Proposal on the election of non independent directors of the 10th board of directors
1. After reviewing Mr. Huang Zhuwen’s resume, it is not found that he is not allowed to serve as a director as stipulated in the company law and the articles of association, or that he is determined by the CSRC to be prohibited from entering the market, or that the prohibition has not been lifted.
2. Mr. Huang Zhuwen’s nomination procedures comply with the relevant provisions of the company law, the guidelines for the governance of listed companies and the articles of association.
3. It is understood that Mr. Huang Zhuwen’s educational background, work experience and physical condition are competent for the responsibilities of directors. The appointment of Mr. Huang Zhuwen as a director of the company will be conducive to the development of the company.
In conclusion, it is agreed to submit Mr. Huang Zhuwen as a candidate for director of the 10th board of directors to the general meeting of shareholders for election.
(there is no text on this page, which is the signature page of independent directors’ independent opinions on the matters of the third extraordinary meeting of the 10th board of directors in 2022.)
Zhongshan Public Utilities Group Co.Ltd(000685) independent director
Zhang Liao
Hua Qiang
LV Hui
Luo Jianhua
March 11, 2002
